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EXHIBIT 10.5
INTERLEUKIN GENETICS, INC.
2000 EMPLOYEE STOCK COMPENSATION PLAN
INCENTIVE STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT (the "Agreement") is made between
INTERLEUKIN GENETICS, INC., a Delaware corporation (the "Company"), and
(the "Employee"). The Board of Directors of the Company has adopted the
Interleukin Genetics, Inc. 2000 Employee Stock Compensation Plan (the "Plan"),
the terms of which are incorporated by reference herein. The Company considers
that its interests will be served by granting the Employee an option to purchase
shares of common stock of the Company as an inducement for his or her continued
and effective performance of services for the Company. Any term used in this
Agreement that is not specifically defined herein shall have the meaning
specified in the Plan.
IT IS AGREED:
1. GRANT OF OPTION. Subject to the terms of the Plan and this
Agreement, on , 2000 (the "Date of Grant"), the Company hereby grants to the
Employee an incentive stock option (the "Option") to purchase ________________
shares of common stock of the Company, no par value per share (the "Stock"), at
a price of $ ________________ per share, subject to adjustment as provided in
the Plan.
2. VESTING SCHEDULE. The Option is exercisable according to the
following schedule:
(a) on the first anniversary of the Date of Grant, the Option
may be exercised with respect to up to 1/4 of the shares subject to the
Option;
(b) on each succeeding anniversary of the Date of Grant, the
Option may be exercised with respect to up to an additional 1/4 of the
shares subject to the Option, so that on the fourth anniversary of the
Date of Grant the Option shall be exercisable in full; and
(c) to the extent not exercised, installments shall be
cumulative and may be exercised in whole or in part.
3. TERM OF OPTION. Subject to paragraphs 4, 5 and 6 hereof, the Option
shall terminate and become null and void on the earlier of (a) one day less than
three months after the severance
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of the employment relationship between the Employee and the Company and all
Affiliates for any reason other than Retirement, death or Disability or (b) the
last day of the ten-year period commencing on the Date of Grant and the Option
shall not continue to vest after such severance of employment.
4. RETIREMENT OF EMPLOYEE. The Option shall terminate and become null
and void on the earlier of (a) one day less than one year after the Retirement
of the Employee after attaining the age of 65 or (b) the last day of the
ten-year period commencing on the Date of Grant and the Option shall not
continue to vest after such severance of employment.
THE EMPLOYEE IS HEREBY NOTIFIED THAT THE OPTION MAY BE TAXED AS IF IT
IS A NONQUALIFIED STOCK OPTION RATHER THAN AN INCENTIVE STOCK OPTION TO THE
EXTENT THAT THE EMPLOYEE EXERCISES THE OPTION ON OR AFTER THREE MONTHS AFTER HIS
OR HER TERMINATION OF EMPLOYMENT WITH THE COMPANY AND ALL AFFILIATES. THE
EMPLOYEE IS ADVISED TO CONSULT WITH HIS OR HER TAX CONSULTANTS IF THE EMPLOYEE
WISHES TO EXERCISE THE OPTION LATER THAN THIS DATE.
5. DEATH OF EMPLOYEE DURING EMPLOYMENT. Upon the death of the Employee
while in the employ of the Company or an Affiliate, the Employee's executors,
administrators or any person or persons to whom the Option may be transferred by
will or by the laws of descent and distribution shall have the right, at any
time prior to the earlier of (a) the date that is one day less than one year
following the date of the Employee's death or (b) the last day of the ten-year
period commencing on the Date of Grant, to exercise the Option in whole.
6. DISABILITY OF EMPLOYEE. If the Employee is severed from the employ
of the Company and all Affiliates due to Disability, the Employee's Option shall
terminate and become null and void on the earlier of (a) the date that is one
day less than one year following the date of the Employee's severance of
employment or (b) the last day of the ten-year period commencing on the Date of
Grant. The Option shall not continue to vest after such severance of employment.
7. EXERCISE OF OPTION. The Option may be exercised by the delivery of
written notice to the Committee setting forth the number of shares of Stock with
respect to which the Option is to be exercised, together with cash, certified
check, bank draft, or postal or express money order payable to the order of the
Company for an amount equal to the exercise price under the Option.
8. $100,000.00 LIMITATION. To the extent that the aggregate fair market
value of shares of Stock with respect to which incentive stock options are
exercisable for the first time by the Employee during any calendar year (under
the Plan or any other plan of the Company or its Affiliates) exceeds
$100,000.00, the options will be treated as nonqualified stock options. For
purposes of this rule, the fair market value of the shares of Stock is
determined at the time the option for the shares of Stock is granted.
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9. ASSIGNMENT PROHIBITION. The Option granted to the Employee under
this Agreement shall not be transferable or assignable by the Employee other
than by will or the laws of descent and distribution, and shall be exercisable
during the Employee's lifetime only by the Employee.
10. AMENDMENTS. This Agreement may not be changed or terminated orally
but only by an agreement in writing signed by the party against whom enforcement
of any such change or termination is sought.
11. NO REQUIREMENT OF CONTINUED EMPLOYMENT. The Company shall not be
deemed by the grant of the Option (as distinguished from a separate employment
agreement, if any) to be required to employ the Employee for any period.
12. LEGEND. The Employee consents to the placing on the certificate for
any shares covered by the Option of an appropriate legend restricting resale or
other transfer of such shares except in accordance with the Securities Act of
1933 and all applicable rules thereunder.
13. NO RIGHTS AS STOCKHOLDER. The Employee shall not have any rights as
a stockholder with respect to any shares covered by the Option until the date of
the issuance of the stock certificate or certificates to the Employee for such
shares following the Employee's exercise of the Option pursuant to its terms and
conditions and payment for the shares. No adjustment shall be made for dividends
or other rights for which the record date is prior to the date such certificate
or certificates are issued.
14. RESOLUTION OF DISPUTES. In the event of any difference of opinion
concerning the meaning or effect of the Plan or this Agreement, such difference
shall be resolved by the Committee referred to in the Plan.
15. NOTICES. All offers, notices, demands, requests, acceptances or
other communications hereunder shall be in writing and shall be deemed to have
been duly made or given if mailed by registered or certified mail, return
receipt requested. Any such notice mailed to the Company shall be addressed to
its principal office, and any notice mailed to the Employee shall be addressed
to the Employee's residence address as it appears on the books and records of
the Company or to such other address as either party may hereafter designate in
writing to the other.
16. INUREMENT. This Agreement shall, except as herein stated to the
contrary, inure to the benefit of and bind the legal representatives, successors
and assigns of the parties hereto.
17. TYPE OF OPTION. To the maximum extent permitted by law, the Option
is an incentive stock option which is intended to be governed by section 422 of
the Internal Revenue Code of 1986, as amended.
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18. AGREEMENT TO PLAN TERMS. In accepting the Option, the Employee
accepts and agrees to be bound by all the terms and conditions of the Plan which
pertain to incentive stock options granted under the Plan.
19. NOTIFICATION OF SALES. If the Employee sells or otherwise disposes
of Stock within twelve months of the transfer of the Stock to him or her
pursuant to his or her exercise of the Option, the Employee will notify the
Company of such disposition within 30 days of the disposition.
THE EMPLOYEE IS HEREBY NOTIFIED THAT IF HE OR SHE DISPOSES OF STOCK
TRANSFERRED TO THE EMPLOYEE UPON HIS OR HER EXERCISE OF THE OPTION WITHIN TWO
YEARS AFTER THE DATE OF THE GRANTING OF THE OPTION OR WITHIN ONE YEAR AFTER THE
TRANSFER OF THE STOCK TO HIM OR HER, ALL OR A PORTION OF THE OPTION WILL BE
TAXED AS IF IT IS A NONQUALIFIED STOCK OPTION RATHER THAN AN INCENTIVE STOCK
OPTION.
20. GOVERNING LAW AND SEVERABILITY. The validity, construction and
performance of this agreement shall be governed by the laws of the State of
Texas. Any invalidity of any provision of this Agreement shall not affect the
validity of any other provision.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
to be effective as of the day and year first above written.
INTERLEUKIN GENETICS, INC.
By:
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Name:
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Title:
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EMPLOYEE
