EAU TECHNOLOGIES, INC.
2007
STOCK INCENTIVE PLAN
Under
the
terms and conditions of the EAU Technologies, Inc. 2007 Stock Incentive Plan
(the "Plan"), a copy of which is incorporated into this Agreement by reference,
EAU Technologies, Inc. (the "Corporation" or “EAU”) grants to _______________
(the "Optionee") the option to purchase _______ shares of the Corporation's
Common Stock, $.0001 par value, at the price of $_____ per share, subject
to
adjustment as provided in the Plan (the "Option").
This
Option shall be for a term of 10 years commencing on the date of grant set
forth
below and ending on ___________, 20__ and shall be subject to the Terms and
Conditions of Stock Option attached hereto and incorporated in this Agreement
by
reference.
When
exercised, all or a portion of this Option may be an incentive stock option,
governed by Section 422 of the Internal Revenue Code of 1986, as
amended.
By
accepting this Option, you accept and agree to be bound by all of the terms
and
conditions of the Plan and Terms and Conditions of Stock Option, and you
acknowledge receipt of the Plan and the Plan Prospectus dated ________________,
2007, which contains important information, including a discussion of federal
tax consequences, and EAU’s 2007 Annual Report to Shareholders. In the event of
any conflict between the terms of this Option and the Plan, the Plan will
control.
Granted
on ____________, 200_.
____________________________
Xxxx
X.
Xxxxxxx
President
and Chief Executive Officer
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TERMS
AND
CONDITIONS OF STOCK OPTION
1. |
Please
carefully review all of the provisions of the EAU Technologies, Inc.
2007
Stock Incentive Plan (the "Plan"). In addition to the conditions
set forth
in the Plan, the exercise of your option is contingent upon satisfying
the
terms and conditions set forth in this
document.
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2. |
The
shares subject to your Option will vest as
follows:
|
_________
shares on __________, 20__;
_________
shares on __________, 20__;
_________
shares on __________, 20__; and
_________
shares on __________, 20__.
3. |
This
option will expire at the close of business on ____________,
20__.
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4. |
The
vested portion of your option may be exercised at any time after
it vests,
provided that at the time of the exercise all of the conditions set
forth
in the Plan and in this document have been met. No portion of your
option
may be exercised prior to ______________,
20__.
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5. |
Please
note that your option is nontransferable, except as designated by
you by
will or by the laws of descent and distribution. Your stock option
is in
all respects limited and conditioned as provided in the Plan, including,
but not limited to, the following: Your option will normally terminate
on
the earlier of (i) the date of the expiration of the option or (ii)
the
90th day after severance of your employment relationship with the
Corporation or any Subsidiary, as defined in the Plan, for any reason,
for
or without cause. Whether an authorized leave of absence, or an absence
for military or government service, constitutes severance of your
employment relationship with the Corporation or a Subsidiary will
be
determined by the Committee administering the Plan at the time of
the
event. However, if before the expiration of your option, your employment
relationship with the Corporation or a Subsidiary terminates as a
result
of your retirement in good standing or disability under the established
rules of the Corporation then in effect, your option will remain
in
effect, vest and be exercisable in accordance with its terms as if
you
remained an employee of the Corporation or a Subsidiary, and in the
event
of your death while employed by the Corporation or any Subsidiary,
your
unvested options will vest immediately and may be exercised by the
executors or administrators of your estate for up to three years
following
the date of your death, but in no event later than the original
termination date of the option. Notwithstanding the foregoing, no
option
may be exercised more than ten years from the date of grant, and
to the
extent not exercised by the applicable deadline, the option will
terminate.
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6. |
By
accepting this option, you acknowledge and agree that nothing contained
herein shall be deemed an offer of employment to you, or a contract
of
employment or a promise of continued employment by or with the Corporation
or any Subsidiary.
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7. |
At
the time or times when you wish to exercise your option, you shall
be
required to follow the procedures established by the Corporation
for the
exercise of options, a copy of which has been provided to you with
this
stock option, and which the Corporation may revise from time to time,
provided that the Corporation will provide you with a copy of any
such
revision. Notice of exercise of your option must be accompanied by
a
payment equal to the applicable option exercise price plus all withholding
taxes due, if any, such amount to be paid in cash or by tendering,
either
by actual delivery of shares or by attestation, shares of common
stock
that are acceptable to the Committee, such shares to be valued at
Fair
Market Value, as defined in the Plan, as of the day the shares are
tendered, or paid in any combination of cash and shares, as determined
by
the Committee. To the extent permitted by applicable law and the
policies
adopted from time to time by the Committee, you may elect to pay
the
exercise price through the contemporaneous sale by a third party
broker of
shares of common stock acquired upon exercise yielding net sales
proceeds
equal to the exercise price and any withholding tax due and the remission
of those sale proceeds to the
Corporation.
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8. |
Your
option shall be subject to and governed by the laws of the State
of
Delaware. The
Option Agreement, together with this document and the Plan, contains
the
entire agreement of you and the Corporation with respect to your
option,
and no representation, inducement, promise, or agreement or other
similar
understanding between you and the Corporation not embodied herein
shall be
of any force or effect, and the Corporation will not be liable or
bound in
any manner for any warranty, representation, or covenant except as
specifically set forth herein or in the
Plan.
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