Stock Option Agreement - NeuroMetrix Inc. and Gary L. Gregory
NEUROMETRIX, INC.
STOCK OPTION AGREEMENT (1998 PLAN)
NeuroMetrix, Inc., a Delaware corporation (the "Company") hereby
grants to Gary L. Gregory, presently of 4951 Mission Hill Place, Tucson, AZ
85718 (the "Grantee"), an option (the "Option") to purchase 440,000 shares of
the Company's Common Stock, pursuant to the Company's 1998 Equity Incentive Plan
(the "Plan"), a copy of which is attached hereto and is incorporated herein in
its entirety by this reference. The Grantee hereby accepts the Option granted
subject to the terms and provisions set forth in the Plan and the following
additional terms and provisions:
1. The Option is an incentive option.
2. The price at which shares of Common Stock may be purchased pursuant to the
Option is $0.5625 per share, both the price and the number of shares being
subject to adjustment only as provided in the Plan.
3. (a) So long as the Grantee remains an employee of the Company, or an
employee of a subsidiary corporation of the Company, this Option may be
exercised only to the extent of the number of shares as to which this
Option is exercisable at such time (the "Vested Amount") according to the
following schedule: (i) commencing on July 1, 2003, the Vested Amount shall
be 12/42 of the number of shares covered hereby; (ii) on July 31, 2003 and
at the end of each full month of employment thereafter the Vested Amount
shall increase by 1/42 of the number of shares covered hereby; provided,
however, that the Vested Amount shall not exceed 440,000 shares and the
number of shares as to which this Option has been previously exercised
shall be subtracted from the Vested Amount. This Option may not be
exercised at all during the first year after the date hereof or after the
tenth anniversary of the date hereof (the "Expiration Date").
(b) If the Grantee retires from the employ of the Company during the period
that this Option may be exercised, this Option shall be exercisable by the
Grantee on or prior to the Expiration Date, but only as to the Vested
Amount immediately prior to retirement.
(c) If the Grantee ceases to be eligible to participate in the Plan by
reason of his or her death during the period that this Option may be
exercised, this Option shall be exercisable either by the Grantee's
executor or administrator or, if not so exercised, for the legatees or
distributees of the Grantee's estate, on or prior to the Expiration Date,
but only as to the Vested Amount immediately prior to death.
(d) If the Grantee ceases to be eligible to participate in the Plan by
reason of the Grantee's permanent and total disability (as determined
conclusively by the Company) during the period that this Option may be
exercised, this Option shall be exercisable by the Grantee on or prior to
the Expiration Date, but only as to the Vested Amount immediately prior to
such cessation.
(e) If the Grantee ceases to be eligible to participate in the Plan for any
reason other than retirement, death or permanent and total disability
during the period that this Option may be
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exercised, this Option shall be exercisable by the Grantee on or prior to
the Expiration Date, but only as to the Vested Amount immediately prior to
such cessation.
(f) Notwithstanding the foregoing provisions of this section 4, in the
event that Grantee is entitled to severance as provided under the heading
"Severance" in the letter dated June 19, 2001 from the Company to the
Grantee (the "Offer Letter") and Grantee executes the Release (as defined
in the Offer Letter), (i) if the first day of the Severance Period (as
defined in the Offer Letter) is on or prior to January 1, 2003, then, as of
the first day of the Severance Period, the Vested Amount shall be 9/42 of
the number of shares covered hereby and (ii) if the first day of the
Severance Period occurs after January 1, 2003, then, as of the first day of
the Severance Period, the Vested Amount shall be 9/42 of the number of
shares covered hereby plus an additional 1/42 of the number of shares
covered hereby for each full month of Grantee's employment; provided,
however, that the Vested Amount shall not exceed 440,000 shares and the
number of shares as to which this Option has been previously exercised
shall be subtracted from the Vested Amount. The Vested Amount shall not
increase following the commencement of the Severance Period.
(g) Notwithstanding anything to the contrary in this Agreement, in the
event that a Change of Control (as defined in the Offer Letter) results in
(i) termination of Grantee's employment under circumstances that entitle
Grantee to severance as provided in the Offer Letter or (ii) Grantee's
resignation as a result of Grantee's required relocation to a worksite more
than 50 miles from the Company's then current worksite before the Change in
Control, then upon such termination or resignation any unvested and
outstanding portion of the Option (if not already vested because of the
Change in Control) shall become exercisable.
WARNING: SUBJECT TO THE PROVISIONS OF SECTION 3(g) OF THIS AGREEMENT, THE
OPTION EXERCISE PERIOD MAY BE CUT SHORT IN THE EVENT OF A CHANGE IN CONTROL
OF THE COMPANY. SEE SECTION 11.4 OF THE PLAN.
4. The Option shall not be exercisable unless either (a) a registration
statement under the Securities Act of 1933, as amended, with respect to the
Option and the shares to be issued on the exercise thereof shall have
become, and continue to be, effective, or (b) the Grantee (i) shall have
represented, warranted and agreed, in form and substance satisfactory to
the Company, at the time of exercising the Option, that he or she is
acquiring the shares for his or her own account, for investment and not
with a view to or in connection with any distribution, (ii) shall have
agreed to restrictions on transfer in form and substance satisfactory to
the Company and (iii) shall have agreed to an endorsement which makes
appropriate reference to such representations, warranties, agreements and
restrictions on the certificate(s) representing the shares.
SHARES ISSUED UPON EXERCISE OF THE OPTION WILL BE SUBJECT TO ALL
RESTRICTIONS ON TRANSFER IMPOSED BY THE COMPANY'S CERTIFICATE OF
INCORPORATION, AS AMENDED, OR BY-LAWS, AS AMENDED, BY STOCKHOLDERS
AGREEMENT, OR BY APPLICABLE STATE OR FEDERAL SECURITIES LAWS.
5. The Option may be exercised, subject to such conditions as the Company's
Board of Directors may require in accordance with the Plan, by the giving
of written notice, by certified or registered mail, to the Company's
Treasurer at its principal place of business in Waltham, Massachusetts,
of the election to purchase shares pursuant hereto, which notice
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shall specify the number of shares to be so purchased, accompanied by full
payment for the shares purchased, together with any tax or excise due in
respect of issue of such shares, in cash or by certified or bank cashier's
check.
6. Notwithstanding anything to the contrary contained herein, no shares shall
be issued to the Grantee pursuant to the Option until the Company and the
Grantee have made appropriate arrangements for the withholding of
applicable income taxes, if any, attributable to the exercise of the Option
with respect to such shares, and the Company may require the Grantee to
make a cash payment to the Company in the amount of such taxes required to
be withheld.
7. In the event the Company proposes an initial public offering of any of its
equity securities pursuant to a registration statement under the Securities
Act (whether for its own account or the account of others), and if
requested in writing by the Company and an underwriter of the proposed
offering of common stock or other securities of the Company to sign any
"Lock-Up Agreement (the "Lock-Up Agreement"), the Grantee shall agree to
sign the Lock-Up Agreement whereby he or she shall not sell, grant any
option or right to buy or sell, or otherwise transfer or dispose of in any
manner, to the public in open market transactions, any Shares or other
equity securities of the Company acquired upon exercise of this Option and
held by such Grantee during whatever time period is requested by the
Company and the underwriter for restrictions on trading or transfer (the
"Lock-Up Period") following the effective date of the registration
statement of the Company filed under the Securities Act. The Company may
impose stop-transfer instruction with respect to the securities subject to
the foregoing restrictions until the end of the Lock-Up Period. Such
Lock-Up Period shall not exceed 180 days in length.
THE OPTION IS NOT TRANSFERABLE BY THE GRANTEE OTHERWISE THAN BY WILL OR THE LAWS
OF DESCENT AND DISTRIBUTION AND, DURING THE LIFETIME OF THE GRANTEE, MAY BE
EXERCISED ONLY BY THE GRANTEE.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of July 1, 2002.
NEUROMETRIX, INC.
By: /s/ Shai N. Gozani
--------------------
Authorized Signature
ACCEPTED:
/s/ Gary L. Gregory
-------------------
Gary L. Gregory, Grantee
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NEUROMETRIX, INC.
1998 EQUITY INCENTIVE PLAN
OPTION EXERCISE FORM
TO: Treasurer, NEUROMETRIX, INC.
FROM: ___________________________
I elect to exercise my option to purchase shares of NEUROMETRIX, INC., common
stock as follows:
Date of Option Grant: July 1, 2002
Exercise Price: $0.5625 per share
Number of Shares to be Purchased: _____________________
Total Exercise Price Enclosed: $_______________________
Full payment, in cash, certified check or bank cashier's check, for the shares I
am electing to purchase is enclosed with this notice. I understand that issuance
of the purchased shares may be conditioned on my payment of any tax or excise
due thereon and on fulfillment of requirements specified in Section 6 of the
Stock Option Agreement between NEUROMETRIX, INC., and me.
---------------------------------------
Optionholder's Signature
Date:
---------------------------------
Received by:
----------------------------------
Date:
----------------------------
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NEUROMETRIX, INC.
STOCK OPTION AGREEMENT (1998 PLAN)
NeuroMetrix, Inc., a Delaware corporation (the "Company") hereby
grants to Gary L. Gregory, presently of 4951 Mission Hill Place, Tucson, AZ
85718 (the "Grantee"), an option (the "Option") to purchase 80,000 shares of the
Company's Common Stock, pursuant to the Company's 1998 Equity Incentive Plan
(the "Plan"), a copy of which is attached hereto and is incorporated herein in
its entirety by this reference. The Grantee hereby accepts the Option granted
subject to the terms and provisions set forth in the Plan and the following
additional terms and provisions:
1. The Option is an incentive option.
2. The price at which shares of Common Stock may be purchased pursuant to the
Option is $0.5625 per share, both the price and the number of shares being
subject to adjustment only as provided in the Plan.
3. (a) So long as the Grantee remains an employee of the Company, or an
employee of a subsidiary corporation of the Company, this Option may be
exercised only to the extent of the number of shares as to which this
Option is exercisable at such time (the "Vested Amount") according to the
following schedule: (i) commencing on June 5, 2004, the Vested Amount shall
be 12/42 of the number of shares covered hereby; (ii) on July 5, 2004 and
at the end of each full month of employment thereafter the Vested Amount
shall increase by 1/42 of the number of shares covered hereby; provided,
however, that the Vested Amount shall not exceed 80,000 shares and the
number of shares as to which this Option has been previously exercised
shall be subtracted from the Vested Amount. This Option may not be
exercised at all during the first year after the date hereof or after the
tenth anniversary of the date hereof (the "Expiration Date").
(b) If the Grantee retires from the employ of the Company during the period
that this Option may be exercised, this Option shall be exercisable by the
Grantee on or prior to the Expiration Date, but only as to the Vested
Amount immediately prior to retirement.
(c) If the Grantee ceases to be eligible to participate in the Plan by
reason of his or her death during the period that this Option may be
exercised, this Option shall be exercisable either by the Grantee's
executor or administrator or, if not so exercised, for the legatees or
distributees of the Grantee's estate, on or prior to the Expiration Date,
but only as to the Vested Amount immediately prior to death.
(d) If the Grantee ceases to be eligible to participate in the Plan by
reason of the Grantee's permanent and total disability (as determined
conclusively by the Company) during the period that this Option may be
exercised, this Option shall be exercisable by the Grantee on or prior to
the Expiration Date, but only as to the Vested Amount immediately prior to
such cessation.
(e) If the Grantee ceases to be eligible to participate in the Plan for any
reason other than retirement, death or permanent and total disability
during the period that this Option may be exercised, this Option shall be
exercisable by the Grantee on or prior to the Expiration Date, but only as
to the Vested Amount immediately prior to such cessation.
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(f) Notwithstanding the foregoing provisions of this section 4, in the
event that Grantee is entitled to severance as provided under the heading
"Severance" in the letter dated June 19, 2001 from the Company to the
Grantee (the "Offer Letter") and Grantee executes the Release (as defined
in the Offer Letter), (i) if the first day of the Severance Period (as
defined in the Offer Letter) is on or prior to January 1, 2003, then, as of
the first day of the Severance Period, the Vested Amount shall be 9/42 of
the number of shares covered hereby and (ii) if the first day of the
Severance Period occurs after January 1, 2003, then, as of the first day of
the Severance Period, the Vested Amount shall be 9/42 of the number of
shares covered hereby plus an additional 1/42 of the number of shares
covered hereby for each full month of Grantee's employment; provided,
however, that the Vested Amount shall not exceed 80,000 shares and the
number of shares as to which this Option has been previously exercised
shall be subtracted from the Vested Amount. The Vested Amount shall not
increase following the commencement of the Severance Period.
(g) Notwithstanding anything to the contrary in this Agreement, in the
event that a Change of Control (as defined in the Offer Letter) results in
(i) termination of Grantee's employment under circumstances that entitle
Grantee to severance as provided in the Offer Letter or (ii) Grantee's
resignation as a result of Grantee's required relocation to a worksite more
than 50 miles from the Company's then current worksite before the Change in
Control, then upon such termination or resignation any unvested and
outstanding portion of the Option (if not already vested because of the
Change in Control) shall become exercisable.
WARNING: SUBJECT TO THE PROVISIONS OF SECTION 3(g) OF THIS AGREEMENT, THE
OPTION EXERCISE PERIOD MAY BE CUT SHORT IN THE EVENT OF A CHANGE IN CONTROL
OF THE COMPANY. SEE SECTION 11.4 OF THE PLAN.
4. The Option shall not be exercisable unless either (a) a registration
statement under the Securities Act of 1933, as amended, with respect to the
Option and the shares to be issued on the exercise thereof shall have
become, and continue to be, effective, or (b) the Grantee (i) shall have
represented, warranted and agreed, in form and substance satisfactory to
the Company, at the time of exercising the Option, that he or she is
acquiring the shares for his or her own account, for investment and not
with a view to or in connection with any distribution, (ii) shall have
agreed to restrictions on transfer in form and substance satisfactory to
the Company and (iii) shall have agreed to an endorsement which makes
appropriate reference to such representations, warranties, agreements and
restrictions on the certificate(s) representing the shares.
SHARES ISSUED UPON EXERCISE OF THE OPTION WILL BE SUBJECT TO ALL
RESTRICTIONS ON TRANSFER IMPOSED BY THE COMPANY'S CERTIFICATE OF
INCORPORATION, AS AMENDED, OR BY-LAWS, AS AMENDED, BY STOCKHOLDERS
AGREEMENT, OR BY APPLICABLE STATE OR FEDERAL SECURITIES LAWS.
5. The Option may be exercised, subject to such conditions as the Company's
Board of Directors may require in accordance with the Plan, by the giving
of written notice, by certified or registered mail, to the Company's
Treasurer at its principal place of business in Waltham, Massachusetts,
of the election to purchase shares pursuant hereto, which notice shall
specify the number of shares to be so purchased, accompanied by full
payment for the
<Page>
shares purchased, together with any tax or excise due in respect of issue
of such shares, in cash or by certified or bank cashier's check.
6. Notwithstanding anything to the contrary contained herein, no shares shall
be issued to the Grantee pursuant to the Option until the Company and the
Grantee have made appropriate arrangements for the withholding of
applicable income taxes, if any, attributable to the exercise of the Option
with respect to such shares, and the Company may require the Grantee to
make a cash payment to the Company in the amount of such taxes required to
be withheld.
7. In the event the Company proposes an initial public offering of any of its
equity securities pursuant to a registration statement under the Securities
Act (whether for its own account or the account of others), and if
requested in writing by the Company and an underwriter of the proposed
offering of common stock or other securities of the Company to sign any
"Lock-Up Agreement (the "Lock-Up Agreement"), the Grantee shall agree to
sign the Lock-Up Agreement whereby he or she shall not sell, grant any
option or right to buy or sell, or otherwise transfer or dispose of in any
manner, to the public in open market transactions, any Shares or other
equity securities of the Company acquired upon exercise of this Option and
held by such Grantee during whatever time period is requested by the
Company and the underwriter for restrictions on trading or transfer (the
"Lock-Up Period") following the effective date of the registration
statement of the Company filed under the Securities Act. The Company may
impose stop-transfer instruction with respect to the securities subject to
the foregoing restrictions until the end of the Lock-Up Period. Such
Lock-Up Period shall not exceed 180 days in length.
THE OPTION IS NOT TRANSFERABLE BY THE GRANTEE OTHERWISE THAN BY WILL OR THE LAWS
OF DESCENT AND DISTRIBUTION AND, DURING THE LIFETIME OF THE GRANTEE, MAY BE
EXERCISED ONLY BY THE GRANTEE.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of April 8, 2004.
NEUROMETRIX, INC.
By: /s/ Shai N. Gozani
--------------------
Authorized Signature
ACCEPTED:
/s/ Gary L. Gregory
-------------------
Gary L. Gregory, Grantee
<Page>
NEUROMETRIX, INC.
1998 EQUITY INCENTIVE PLAN
OPTION EXERCISE FORM
TO: Treasurer, NEUROMETRIX, INC.
FROM: ___________________________
I elect to exercise my option to purchase shares of NEUROMETRIX, INC., common
stock as follows:
Date of Option Grant: April 8, 2004
Exercise Price: $0.5625 per share
Number of Shares to be Purchased: _____________________
Total Exercise Price Enclosed: $_______________________
Full payment, in cash, certified check or bank cashier's check, for the shares I
am electing to purchase is enclosed with this notice. I understand that issuance
of the purchased shares may be conditioned on my payment of any tax or excise
due thereon and on fulfillment of requirements specified in Section 6 of the
Stock Option Agreement between NEUROMETRIX, INC., and me.
------------------------------------
Optionholder's Signature
Date:
------------------------------
Received by:
-----------------------------------
Date:
-----------------------------