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EXHIBIT 4.2 (b)
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
1997 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the International
Remote Imaging Systems, Inc. 1997 Stock Option Plan (the "PLAN") shall have the
same defined meanings in this Stock Option Agreement (the "AGREEMENT").
PART I
NOTICE OF STOCK OPTION GRANT
("NOTICE OF GRANT")
Employee's Name: _____________________________________________
Employee's Address: _____________________________________________
You (also referred to as "EMPLOYEE") have been granted an option to
purchase shares of Common Stock of the Company ("SHARES") subject to the terms
and conditions of the Plan and this Agreement as follows:
Grant Number: ________________
Date of Grant: ________________
Exercise Price per Share: $_______________
Total Number of Shares Covered: ________________
Type of Option: _______ Incentive Stock Option
_______ Nonstatutory Stock Option
Term of Option/Outside
Expiration Date: ________________
Vesting Schedule: Subject to the termination provisions of this Agreement
and the Plan, this Option may be exercised, in whole or in
part, with respect to that portion of this Option which
has vested as of the exercise date. This Option shall vest
and become exercisable in three equal installments on the
first, second and third anniversaries of the grant date.
In each case, the number of Shares that may be purchased
pursuant to the exercise of the Option shall be rounded to
the nearest full Share.
Termination Period: Unless the Option is terminated due to a Termination
Event, this Option may be exercised for ninety (90) days
after termination of employment or consulting
relationship, or such longer period as may be applicable
upon death or Disability of Employee as provided in the
Plan but only to the extent vested as of the date of
termination, death or Disability. In no event may the
Option be exercised later than the Term of Option/Outside
Expiration Date set forth above.
PART II
1. GRANT OF OPTION. The Administrator of the Company hereby
grants to Employee (named in the Notice of Grant attached as Part I of this
Agreement) an option (the "OPTION") to purchase a number of Shares, as set
forth in the Notice of Grant, at the exercise price per share set in the Notice
of Grant (the "EXERCISE PRICE"), subject to the terms and conditions of the Plan
hereby incorporated herein by reference. Subject to
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Section 15(c) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Agreement, the terms
and conditions of the Plan shall prevail.
If designated in the Notice of Grant as an Incentive Stock Option, this
Option is intended to qualify as an Incentive Stock Option under Section 422 of
the Code.
2. EXERCISE OF OPTION.
(a) RIGHT OF EXERCISE. This Option is exercisable during its
term in accordance with the Vesting Schedule set out in the Notice of Grant and
the applicable provisions of the Plan and this Agreement. In the event of
Employee's death, Disability or other termination of Employee's employment or
consulting relationship, or in the event of a Termination Event, the exercise of
the Option is governed by the applicable provisions of the Plan and this
Agreement.
(b) METHOD OF EXERCISE. This Option is exercisable by delivery
of an exercise notice (the "EXERCISE NOTICE") which shall state the election to
exercise the Option, the number of Shares with respect to which the Option is
being exercised (the "EXERCISED SHARES") and such other representations and
agreements as may be required by the Company pursuant to the provisions of the
Plan. The Exercise Notice shall be signed by Employee and shall be delivered in
person or by certified mail to the Secretary of the Company. The Exercise Notice
shall be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. This Option shall be deemed to be exercised upon receipt by
the Company of such fully executed Exercise Notice accompanied by such aggregate
Exercise Price and any additional documentation required by the Company.
No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares are then
listed. Assuming such compliance, for income tax purposes the Exercised Shares
shall be considered transferred to Employee on the date the Option is exercised
with respect to such Exercised Shares.
3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price
shall be by any of the following, or a combination thereof, at the election of
Employee:
(a) cash;
(b) check;
(c) delivery of a properly executed Exercise Notice together
with such other documentation as the Administrator and Employee's broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the Exercise Price; or
(d) if permitted by the Administrator in its sole discretion,
surrender of other Shares which have been held by Employee for a period of time
equal to or exceeding six (6) months (or such other period of time as permitted
by Administrator in its sole discretion) which have a Fair Market Value on the
date of surrender equal to the aggregate Exercise Price of the Exercised Shares.
4. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner other than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Employee only by Employee. The terms of the
Plan and this Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of Employee.
5. TERM OF OPTION. This Option may be exercised only prior to or
on the Outside Expiration Date (the "TERM") set forth in the Notice of Grant and
may be exercised during the Term only in accordance with the Plan and the terms
of this Agreement.
6. NOT AN EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Option
or in the Plan shall be construed as an agreement by the Company, express or
implied, to employ Employee or contract for Employee's services, to restrict the
right of the Company to discharge Employee or cease contracting for Employee's
services or to modify, extend or otherwise affect in any manner whatsoever the
terms of any employment agreement or contract for services which may exist
between Employee and the Company.
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7. GOVERNING LAW. The interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
Delaware without regard to the principles of conflicts of law.
By your signature, the signature of your spouse (if any) on the
attached consent and the signature of the Company's representative below, you
and the Company agree that this Option is granted under, and governed by, the
terms and conditions of the Plan and this Agreement. EMPLOYEE HAS RECEIVED
COPIES OF THE PLAN AND THE PROSPECTUS, DATED ______, 1997, RELATING TO SUCH PLAN
(THE "PROSPECTUS"); HAS REVIEWED THE PLAN, THE PROSPECTUS AND THIS AGREEMENT IN
THEIR ENTIRETY; HAS HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO
EXECUTING THIS AGREEMENT AND FULLY UNDERSTANDS ALL PROVISIONS OF THE PLAN AND
AGREEMENT. Employee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions relating to
the Plan and the Agreement.
Employee: International Remote Imaging Systems, Inc.
________________________________ By:_______________________________________
Name:___________________________ Name:_____________________________________
Title:____________________________________
DESIGNATION OF BENEFICIARY
In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all of my vested Options that are unexercised at
that time.
Name: (print) _____________________________________________________
----- (First) (Middle) (Last)
_____________________ _____________________________________________________
Relationship to (Address)
Beneficiary(ies) _____________________________________________________
_____________________________________________________
Dated:_______________ _____________________________________________________
Signature of Employee
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CONSENT OF SPOUSE OF EMPLOYEE
The undersigned spouse of Employee has read and hereby approves the
terms and conditions of the Plan and this Agreement. In consideration of the
Company's granting his or her spouse the right to purchase Shares as set forth
in the Plan and this Agreement, the undersigned hereby agree to be irrevocably
bound by the terms and conditions of the Plan and this Agreement and further
agrees that any community property interest shall be similarly bound. The
undersigned hereby appoints the undersigned's spouse as attorney-in-fact for the
undersigned with respect to any amendment or exercise of rights under the Plan
or this Agreement.
_________________________________________
Signature of Spouse of Employee
Name: ___________________________________
Dated: __________________________________
