Xenomics, Inc. Nonstatutory Stock Option Grant Agreement with L. David Tomei

Summary

Xenomics, Inc. grants L. David Tomei a nonstatutory stock option to purchase 1,012,500 shares of company stock at $1.25 per share, under the company's 2004 Stock Option Plan. The option is fully vested immediately and expires on the earlier of ten years from the grant date or four years after Mr. Tomei stops serving as a consultant, unless terminated involuntarily. The agreement incorporates the terms of the plan and option agreement, and Mr. Tomei agrees to abide by the board's decisions regarding the option.

EX-10.1 2 c37714_ex10-1.txt Exhibit 10.1 XENOMICS, INC. -------------- STOCK OPTION GRANT AGREEMENT FOR NONSTATUTORY STOCK OPTIONS Xenomics, Inc., a Florida corporation (the "COMPANY") does hereby grant to L. DAVID TOMEI (the "Optionee"), an option (the "OPTION"), that is NOT intended to qualify as an incentive stock option ("ISO") pursuant to Section 422(b) of the Internal Revenue Code, to purchase shares of the Company's common stock ("Stock") in the number and subject to terms and conditions of this Stock Option Grant Agreement (the "GRANT AGREEMENT"), the Company's 2004 Stock Option Plan (the "PLAN") and the Terms of Option Agreement for Nonstatutory Stock Options (the "OPTION AGREEMENT"). The provisions of the Plan and the Option Agreement are incorporated herein by reference, and copies of the Plan and Option Agreement have been given to Optionee. The following are the general terms of the Option for shares of Stock ("OPTION SHARES") granted to Optionee by this Grant Agreement. The grant date of the Option ("GRANT DATE") is JUNE 24, 2004. The number of Option Shares granted to Optionee is 1,012,500 shares of Stock. The exercise price ("EXERCISE PRICE") at which Optionee can purchase Option Shares is $1.25 per share. This Option will be immediately vested. The Option shall expire, and be of no further force or effect, on the earlier of the tenth anniversary of the Grant Date or, except in the event of Involuntary Termination, four years after Optionee ceases to serve as a Consultant to the Company under the Consulting Agreement. Net Exercise is available to Optionee. Special Provisions are not set forth on Schedule A hereto. The Optionee represents that he/she is familiar with the terms and provisions of the Option Agreement, including the Unvested Share Repurchase Option, and hereby accepts this Option subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Option. The Optionee acknowledges receipt of a copy of the Plan. OPTIONEE XENOMICS, INC. - ------------------------ By: --------------- Address: Its: ----------------- -------------- - ------------------------ 2