STOCK OPTION AGREEMENT BIOLOGIX HAIR INC.

 

 

 

 

 

(a)

Expiration.  Five (5) years from the Date of Grant.

 

(b)

Termination for Cause.  The date of the first discovery by the Company of any reason for the termination of an Optionee’s employment or contractual relationship with the Company or any related company for cause (as determined in the sole discretion of the Plan Administrator), and, if an Optionee’s employment is suspended pending any investigation by the Company as to whether the Optionee’s employment should be terminated for cause, the Optionee’s rights under this Agreement and the Plan shall likewise be suspended during the period of any such investigation.

 

(c)

Termination Due to Death or Disability.  The expiration of one (1) year from the date of the death of the Optionee or cessation of an Optionee’s employment or contractual relationship by reason of disability (as defined in Section 5.1(g) of the Plan).  If an Optionee’s employment or contractual relationship is terminated by death, any Option held by the Optionee shall be exercisable only by the person or persons to whom such Optionee’s rights under such Option shall pass by the Optionee’s will or by the laws of descent and distribution.

 

 

(d)

Termination for Any Other Reason.  The expiration of three (3) months from the date of an Optionee’s termination of employment or contractual relationship with the Company or any Related Corporation for any reason whatsoever other than termination of service as a director, cause, death or Disability (as defined in Section 5.1(g) of the Plan).

 

(a)

by delivering to the Company shares of Common Stock previously held by such person, duly endorsed for transfer to the Company, or by the Company withholding shares of Common Stock otherwise deliverable pursuant to exercise of the Option, which shares of Common Stock received or withheld shall have a fair market value at the date of exercise (as determined by the Plan Administrator) equal to the aggregate purchase price to be paid by the Optionee upon such exercise; or

 

 

(b)

by complying with any other payment mechanism approved by the Plan Administrator at the time of exercise.

 

It is a condition precedent to the issuance of shares of Common Stock that the Optionee execute and/or deliver to the Company all documents and withholding taxes required in accordance with Section 5.1 of the Plan.

 

9.           Holding period for Incentive Stock Options.  In order to obtain the tax treatment provided for Incentive Stock Options by Section 422 of the Code, the shares of Common Stock received upon exercising any Incentive Stock Options received pursuant to this Agreement must be sold, if at all, after a date which is later of two (2) years from the date of this agreement is entered into or one (1) year from the date upon which the Options are exercised.  The Optionee agrees to report sales of shares prior to the above determined date to the Company within one (1) business day after such sale is concluded.  The Optionee also agrees to pay to the Company, within five (5) business days after such sale is concluded, the amount necessary for the Company to satisfy its withholding requirement required by the Code in the manner specified in Section 5.1(l) of the Plan.  Nothing in this Section 9 is intended as a representation that Common Stock may be sold without registration under state and federal securities laws or an exemption therefrom or that such registration or exemption will be available at any specified time.

 

10.         Resale restrictions may apply.  Any resale of the shares of Common Stock received upon exercising any Options will be subject to resale restrictions contained in the securities legislation applicable to the Optionee.  The Optionee acknowledges and agrees that the Optionee is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions.

 

11.         Subject to 2013 Stock Option Plan.  The terms of the Options are subject to the provisions of the Plan, as the same may from time to time be amended, and any inconsistencies between this Agreement and the Plan, as the same may be from time to time amended, shall be governed by the provisions of the Plan, a copy of which has been delivered to the Optionee, and which is available for inspection at the principal offices of the Company.

 

12.         Professional Advice.  The acceptance of the Options and the sale of Common Stock issued pursuant to the exercise of Options may have consequences under federal and state tax and securities laws which may vary depending upon the individual circumstances of the Optionee.  Accordingly, the Optionee acknowledges that he or she has been advised to consult his or her personal legal and tax advisor in connection with this Agreement and his or her dealings with respect to Options.  Without limiting other matters to be considered with the assistance of the Optionee’s professional advisors, the Optionee should consider: (a) whether upon the exercise of Options, the Optionee will file an election with the Internal Revenue Service pursuant to Section 83(b) of the Code and the implications of alternative minimum tax pursuant to the Code; (b) the merits and risks of an investment in the underlying shares of Common Stock; and (c) any resale restrictions that might apply under applicable securities laws.

 

 

13.           No Employment Relationship.  Whether or not any Options are to be granted under this Plan shall be exclusively within the discretion of the Plan Administrator, and nothing contained in this Plan shall be construed as giving any person any right to participate under this Plan.  The grant of an Option shall in no way constitute any form of agreement or understanding binding on the Company or any Related Company, express or implied, that the Company or any Related Company will employ or contract with an Optionee, for any length of time, nor shall it interfere in any way with the Company’s or, where applicable, a Related Company’s right to terminate Optionee’s employment at any time, which right is hereby reserved.

 

14.          Entire Agreement.  This Agreement is the only agreement between the Optionee and the Company with respect to the Options, and this Agreement and the Plan supersede all prior and contemporaneous oral and written statements and representations and contain the entire agreement between the parties with respect to the Options.

 

15.           Notices.  Any notice required or permitted to be made or given hereunder shall be mailed or delivered personally to the addresses set forth below, or as changed from time to time by written notice to the other:

 

The Company:

Biologix Hair Inc.

82 Avenue Road

Toronto, ON, Canada  M5R 2H2

Attention:  President

 

The Optionee:

_____________________

_____________________

_____________________

_____________________

 

 

Per:        __________________________________

Authorized Signatory

 

________________________________________

[Insert Optionee Name]

 

Name of the Optionee:	u
Date of Grant:	u
Designation:	Non Qualified Stock Options
1.           Number of Options granted:	u stock options
2.           Purchase Price:	$ u per share
3.           Vesting Dates:	u
4.           Expiration Date:	u

 

 

To:

Biologix Hair Inc.

82 Avenue Road

Toronto, ON, Canada  M5R 2H2

Attention:  President

 

 

This Notice of Election to Exercise shall constitute proper notice pursuant to Section 5.1(h) of Biologix Hair Inc.’s (the “Company”) 2013 Stock Option Plan (the “Plan”) and Section 8 of that certain Stock Option Agreement (the “Agreement”) dated as of the _______ day of __________________, 20___, between the Company and the undersigned.

 

The undersigned hereby elects to exercise Optionee’s option to purchase __________________ shares of the common stock of the Company at a price of US$_______ per share, for aggregate consideration of US$__________, on the terms and conditions set forth in the Agreement and the Plan.  Such aggregate consideration, in the form specified in Section 8 of the Agreement, accompanies this notice.

 

The Optionee hereby directs the Company to issue, register and deliver the certificates representing the shares as follows:

 

Registration Information:		Delivery Instructions:
Name to appear on certificates		Name
Address		Address
		Telephone Number
DATED at ____________________________________, the _______ day of ________________________, 20___.
		(Name of Optionee – Please type or print)
		(Signature and, if applicable, Office)
		(Address of Optionee)
		(City, State, and Zip Code of Optionee)