OXIS
INTERNATIONAL, INC. 2003 STOCK INCENTIVE PLAN
NOTICE
OF STOCK OPTION AWARD
Optionee’s
Name and Address:
|
Matthew Spolar |
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81 71st
Street |
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Brooklyn, NY
11209 |
You
(the
“Optionee”) have been granted an option to purchase Common Shares, subject to
the terms and conditions of this Notice of Stock Option Award (the “Notice”),
the OXIS International, Inc. 2003 Stock Incentive Plan, as amended from time
to
time (the “Plan”) and the Stock Option Agreement (the “Option Agreement”)
attached hereto, as follows. Unless otherwise defined herein, the terms defined
in the Plan shall have the same defined meanings in this Notice.
Award
Number
|
|
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Date
of Award
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January 11, 2007 |
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Vesting
Commencement Date
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January 11, 2007 |
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Exercise
Price per Share
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$0.22 |
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|
Total
Number of Common Shares
|
|
Subject
to the Option (the “Shares”)
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30,000 |
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Total
Exercise Price
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$6,600 |
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Type
of Option:
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_____ ISO |
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X NSO |
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Expiration
Date:
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January 10, 2017 |
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Post-Termination
Exercise Period:
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One (1)
Year |
Vesting
Schedule:
Subject
to the Optionee’s continued Service and other limitations set forth in this
Notice, the Plan and the Option Agreement, the Option may be exercised, in
whole
or in part, in accordance with the following schedule:
Fifteen
Thousand (15,000) Shares, or any part thereof, may be purchased by exercising
this Option at any time or times, from and including January 11, 2007 to and
including January 10, 2017; and
An
additional Fifteen Thousand (15,000) Shares, or any part thereof, may be
purchased by exercising this Option, from and including January 11, 2008 to
and
including January 10, 2017.
Notice
of Stock Option Award - NSO
IN
WITNESS WHEREOF, the Company and the Optionee have executed this Notice and
agree that the Option is to be governed by the terms and conditions of this
Notice, the Plan, and the Option Agreement.
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|
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OXIS International, Inc. |
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a Delaware corporation |
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|
|
By: |
/s/
Marvin S.
Hausman |
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|
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Title: |
President
&
CEO |
THE
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL
VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE OPTIONEE’S SERVICE (NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER).
THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE
OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE OPTIONEE ANY RIGHT WITH
RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE OPTIONEE’S SERVICE, NOR SHALL IT
INTERFERE IN ANY WAY WITH THE OPTIONEE’S RIGHT OR THE RIGHT OF THE COMPANY OR
THE PARENT, SUBSIDIARY OR AFFILIATE OF THE COMPANY TO WHICH THE OPTIONEE
PROVIDES SERVICES TO TERMINATE THE OPTIONEE’S SERVICE, WITH OR WITHOUT
CAUSE,
AND WITH
OR WITHOUT NOTICE. THE OPTIONEE ACKNOWLEDGES THAT UNLESS THE OPTIONEE HAS A
WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE OPTIONEE’S
STATUS IS AT WILL.
The
Optionee acknowledges receipt of a copy of the Plan and the Option Agreement,
and represents that he or she is familiar with the terms and provisions thereof,
and hereby accepts the Option subject to all of the terms and provisions hereof
and thereof. The Optionee has reviewed this Notice, the Plan, and the Option
Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Notice, and fully understands all provisions
of
this Notice, the Plan and the Option Agreement. The Optionee hereby agrees
that
all questions of interpretation and administration relating to this Notice,
the
Plan and the Option Agreement shall be resolved by the Compensation Committee
in
accordance with Section 13 of the Option Agreement. The Optionee further
agrees to the venue selection and waiver of a jury trial in accordance with
Section 14 of the Option Agreement. The Optionee further agrees to notify
the Company upon any change in the residence address indicated in this
Notice.
Notice
of Stock Option Award - NSO
OXIS
INTERNATIONAL, INC. 2003 STOCK INCENTIVE PLAN
STOCK
OPTION AGREEMENT
1. Grant
of Option.
OXIS
International, Inc., a Delaware corporation (the “Company”), hereby grants to
the Optionee (the “Optionee”) named in the Notice of Stock Option Award (the
“Notice”), an option (the “Option”) to purchase the Total Number of Common
Shares subject to the Option (the “Shares”) set forth in the Notice, at the
Exercise Price per Share set forth in the Notice (the “Exercise Price”) subject
to the terms and provisions of the Notice, this Stock Option Agreement (the
“Option Agreement”) and the Company’s 2003 Stock Incentive
Plan, as amended from time to time (the “Plan”), which are incorporated herein
by reference. Unless otherwise defined herein, the terms defined in the Plan
shall have the same defined meanings in this Option Agreement.
If
designated in the Notice as an ISO, the Option is intended to qualify as an
ISO
as defined in Section 422 of the Code. However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of Shares
subject to Options designated as ISOs which become exercisable for the first
time by the Optionee during any calendar year (under all plans of the Company
or
any Parent or Subsidiary of the Company) exceeds $100,000, such excess Options,
to the extent of the Shares covered thereby in excess of the foregoing
limitation, shall be treated as NSOs. For this purpose, ISOs shall be taken
into
account in the order in which they were granted, and the Fair Market Value
of
the Shares shall be determined as of the date the Option with respect to such
Shares is awarded.
2. Exercise
of Option.
(a) Right
to Exercise.
The
Option shall be exercisable during its term in accordance with the Vesting
Schedule set out in the Notice and with the applicable provisions of the Plan
and this Option Agreement. The Option shall be subject to the provisions of
Section 2(d)
of
the Option Agreement relating to the exercisability or termination of the Option
in the event of a Change in Control. The Optionee shall be subject to reasonable
limitations on the number of requested exercises during any monthly or weekly
period as determined by the Compensation Committee (the “Committee”). In no
event shall the Company issue fractional Shares.
(b) Method
of Exercise.
The
Option shall be exercisable by delivery of an exercise notice (a form of which
is attached as Exhibit A) or by such other procedure as specified from time
to
time by the Committee which shall state the election to exercise the Option,
the
whole number of Shares in respect of which the Option is being exercised, and
such other provisions as may be required by the Committee. The exercise notice
shall be delivered in person, by certified mail, or by such other method
(including electronic transmission) as determined from time to time by the
Committee to the Company accompanied by payment of the Exercise Price. The
Option shall be deemed to be exercised upon receipt by the Company of such
notice accompanied by the Exercise Price, which, to the extent selected, shall
be deemed to be satisfied by use of the broker-dealer sale and remittance
procedure to pay the Exercise Price provided in Section (d)
below.
Notice
of Stock Option Award - NSO
(c) Taxes.
No
Shares will be delivered to the Optionee or other person pursuant to the
exercise of the Option until the Optionee or other person has made arrangements
acceptable to the Committee for the satisfaction of applicable income tax and
employment tax withholding obligations, including, without limitation, such
other tax obligations of the Optionee incident to the receipt of Shares or
the
disqualifying disposition of Shares received on exercise of an ISO. Upon
exercise of the Option, the Company or the Optionee’s employer may offset or
withhold (from any amount owed by the Company or the Optionee’s employer to the
Optionee) or collect from the Optionee or other person an amount sufficient
to
satisfy such tax withholding obligations.
(d) Change
in Control.
This
Option shall not terminate in connection with a Change in Control. In the event
the Company shall be acquired pursuant to a merger, acquisition, stock purchase,
reorganization or similar transaction, this Option shall be assumed by the
acquiring entity with appropriate adjustments to the number and type of
securities of the successor entity or its parent subject to the Option and
the
exercise or purchase price thereof which at least preserves the value of the
Option existing at the time of the Change in Control as determined in accordance
with the instruments evidencing the agreement to assume the Option.
3. Method
of Payment.
Payment
of the Exercise Price shall be made by any of the following, or a combination
thereof, at the election of the Optionee; provided, however, that such exercise
method does not then violate any applicable law and, provided further, that
the
portion of the Exercise Price equal to the par value of the Shares must be
paid
in cash or other legal consideration permitted by the Delaware General
Corporation Law:
(a) cash;
(b) check;
(c) surrender
of Shares or delivery of a properly executed form of attestation of ownership
of
Shares as the Committee may require which have a Fair Market Value on the date
of surrender or attestation equal to the aggregate Exercise Price of the Shares
as to which the Option is being exercised, provided, however, that Shares
acquired under the Plan or any other equity compensation plan or agreement
of
the Company must have been held by the Optionee for a period of more than six
(6) months (and not used for another option exercise by attestation during
such
period); or
(d) payment
through a broker-dealer sale and remittance procedure pursuant to which the
Optionee (i) shall provide written instructions to a Company-designated
brokerage firm to effect the immediate sale of some or all of the purchased
Shares and remit to the Company sufficient funds to cover the aggregate exercise
price payable for the purchased Shares and (ii) shall provide written directives
to the Company to deliver the certificates for the purchased Shares directly
to
such brokerage firm in order to complete the sale transaction.
Notice
of Stock Option Award - NSO
4. Restrictions
on Exercise.
The
Option may not be exercised if the issuance of the Shares subject to the Option
upon such exercise
would constitute a violation of any applicable laws.
5. Termination
or Change of Service.
In the
event the Optionee’s Service terminates, due to his or her Disability or
death, the
Optionee may, but only during the Post-Termination Exercise Period, exercise
the
portion of the Option that was vested at the date of such termination (the
“Termination Date”). In no event, however, shall the Option be exercised later
than the Expiration Date set forth in the Notice. In the event of the Optionee’s
change in status from Employee, Outside Director or Consultant to any other
status of Employee, Outside Director or Consultant, the Option shall remain
in
effect and vesting of the Option shall continue only to the extent determined
by
the Committee as of such change in status; provided, however, that with respect
to any ISO that shall remain in effect after a change in status from Employee
to
Outside Director or Consultant, such ISO shall cease to be treated as an ISO
and
shall be treated as a NSO on the day three (3) months and one (1) day
following such change in status. Except as provided in
Sections 6
and
7
below,
to the extent that the Option was unvested on the Termination Date, or if the
Optionee does not exercise the vested portion of the Option within the
Post-Termination Exercise Period, the
Option shall terminate.
6. Disability
of Optionee.
In the
event the Optionee’s Service terminates as a result of his or her Disability (as
defined below), the Optionee may, but only within twelve (12) months from the
Termination Date (but in no event later than the Expiration Date), exercise
the
portion of the Option that was vested on the Termination Date; provided,
however, that if such Disability is not a “disability” as such term is defined
in Section 22(e)(3) of the Code and the Option is an ISO, such ISO shall
cease to be treated as an ISO and shall be treated as a NSO on the day
three (3) months and one (1) day following the Termination Date. To
the extent that the Option was unvested on the Termination Date, or if the
Optionee does not exercise the vested portion of the Option within the time
specified herein, the Option shall terminate.
For
purposes of this Option Agreement, “Disability” means as defined under the
long-term disability policy of the Company or the Parent, Subsidiary or
Affiliate of the Company to which the Optionee provides services regardless
of
whether the Optionee is covered by such policy. If the Company or the Parent,
Subsidiary or Affiliate of the Company to which the Optionee provides service
does not have a long-term disability plan in place, “Disability” means that a
Optionee is unable to carry out the responsibilities and functions of the
position held by the Optionee by reason of any medically determinable physical
or mental impairment for a period of not less than ninety (90) consecutive
days.
An Optionee will not be considered to have incurred a Disability unless he
or
she furnishes proof of such impairment sufficient to satisfy the Committee
in
its discretion. Section 22(e)(3) of the Code provides that an individual is
permanently and totally disabled if he or she is unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than twelve
(12)
months.
7. Death
of Optionee.
In the
event of the termination of the Optionee’s Service as a result of his or her
death, or in the event of the Optionee’s death during the Post-Termination
Exercise Period or during the twelve (12) month period following the
Optionee’s termination of Service as a result of his or her Disability, the
person who acquired the right to exercise the Option pursuant to Section 8
may exercise the portion of the Option that was vested at the date of
termination within twelve (12) months from the date of death (but in no
event later than the Expiration Date). To the extent that the Option was
unvested on the date of death, or if the vested portion of the Option is not
exercised within the time specified herein, the Option shall
terminate.
Notice
of Stock Option Award - NSO
8. Transferability
of Option.
The
Option, if an ISO, may not be transferred in any manner other than by will
or by
the laws of descent and distribution and may be exercised during the lifetime
of
the Optionee only by the Optionee. The Option, if a NSO, may not be transferred
in any manner other than by will or by the laws of descent and distribution,
provided, however, that a NSO may be transferred during the lifetime of the
Optionee to the extent and in the manner authorized by the Committee.
Notwithstanding the foregoing, the Optionee may designate one or more
beneficiaries of the Optionee’s ISO or NSO in the event of the Optionee’s death
on a beneficiary designation form provided by the Committee. Following the
death
of the Optionee, the Option, to the extent provided in Section 7, may be
exercised (a) by the person or persons designated under the deceased
Optionee’s beneficiary designation or (b) in the absence of an effectively
designated beneficiary, by the Optionee’s legal representative or by any person
empowered to do so under the deceased Optionee’s will or under the then
applicable laws of descent and distribution. The terms of the Option shall
be
binding upon the executors, administrators, heirs, successors and transferees
of
the Optionee.
9. Term
of Option.
The
Option must be exercised no later than the Expiration Date set forth in the
Notice or such earlier date as otherwise provided herein. After the Expiration
Date or such earlier date, the Option shall be of no further force or effect
and
may not be exercised.
10. Tax
Consequences.
Set
forth below is a brief summary as of the date of this Option Agreement of some
of the federal tax consequences of exercise of the Option and disposition of
the
Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS
ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE
EXERCISING THE OPTION OR DISPOSING OF THE SHARES.
(a) Exercise
of ISO.
If the
Option qualifies as an ISO, there will be no regular federal income tax
liability upon the exercise of the Option, although the excess, if any, of
the
Fair Market Value of the Shares on the date of exercise over the Exercise Price
will be treated as income for purposes of the alternative minimum tax for
federal tax purposes and may subject the Optionee to the alternative minimum
tax
in the year of exercise. However,
the Internal Revenue Service issued proposed regulations which would subject
the
Optionee to withholding at the time the Optionee exercises an ISO for Social
Security and Medicare based upon the excess, if any, of the Fair Market Value
of
the Shares on the date of exercise over the Exercise Price. These proposed
regulations are subject to further modification by the Internal Revenue Service
and, if adopted, would
be
effective only for the exercise of an ISO that occurs two years after the
regulations are issued in final form.
(b) Exercise
of ISO Following Disability.
If the
Optionee’s Service terminates as a result of Disability that is not permanent
and total disability as such term is defined in Section 22(e)(3) of the
Code, to the extent permitted on the date of termination, the Optionee must
exercise an ISO within three (3) months of such termination for the ISO to
be
qualified as an ISO. Section 22(e)(3) of the Code provides that an
individual is permanently and totally disabled if he or she is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
twelve (12) months.
Notice
of Stock Option Award - NSO
(c) Exercise
of NSO.
On
exercise of a NSO, the Optionee will be treated as having received compensation
income (taxable at ordinary income tax rates) equal to the excess, if any,
of
the Fair Market Value of the Shares on the date of exercise over the Exercise
Price. If the Optionee is an Employee or a former Employee, the Company will
be
required to withhold from the Optionee’s compensation or collect from the
Optionee and pay to the applicable taxing authorities an amount in cash equal
to
a percentage of this compensation income at the time of exercise, and may refuse
to honor the exercise and refuse to deliver Shares if such withholding amounts
are not delivered at the time of exercise.
(d) Disposition
of Shares.
In the
case of a NSO, if Shares are held for more than one year, any gain realized
on
disposition of the Shares will be treated as long-term capital gain for federal
income tax purposes. In the case of an ISO, if Shares transferred pursuant
to
the Option are held for more than one year after receipt of the Shares and
are
disposed more than two years after the Date of Award, any gain realized on
disposition of the Shares also will be treated as capital gain for federal
income tax purposes and subject to the same tax rates and holding periods that
apply to Shares acquired upon exercise of a NSO. If Shares purchased under
an
ISO are disposed of prior to the expiration of such one-year or two-year
periods, any gain realized on such disposition will be treated as compensation
income (taxable at ordinary income rates) to the extent of the difference
between the Exercise Price and the lesser of (i) the Fair Market Value of
the Shares on the date of exercise, or (ii) the sale price of the
Shares.
11. Entire
Agreement: Governing Law.
The
Notice, the Plan and this Option Agreement constitute the entire agreement
of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Optionee
with respect to the subject matter hereof, and may not be modified adversely
to
the Optionee’s interest except by means of a writing signed by the Company and
the Optionee. Nothing in the Notice, the Plan and this Option Agreement (except
as expressly provided therein) is intended to confer any rights or remedies
on
any persons other than the parties. The Notice, the Plan and this Option
Agreement are to be construed in accordance with and governed by the internal
laws of the State
of
California without giving effect to any choice of law rule that would cause
the
application of the laws of any jurisdiction other than the internal laws of
the
State of California to the rights and duties of the parties. Should any
provision of the Notice, the Plan or this Option Agreement be determined to
be
illegal or unenforceable, such provision shall be enforced to the fullest extent
allowed by law and the other provisions shall nevertheless remain effective
and
shall remain enforceable.
12. Headings.
The
captions used in the Notice and this Option Agreement are inserted for
convenience and shall not be deemed a part of the Option for construction or
interpretation.
Notice
of Stock Option Award - NSO
13. Administration
and Interpretation.
Any
question or dispute regarding the administration or interpretation of the
Notice, the Plan or this Option Agreement shall be submitted by the Optionee
or
by the Company to the Committee. The resolution of such question or dispute
by
the Committee shall be final and binding on all persons.
14. Venue
and Waiver of Jury Trial.
The
parties agree that any suit, action, or proceeding arising out of or relating
to
the Notice, the Plan or this Option Agreement shall be brought in the United
States District Court for the Northern District of California (or should such
court lack jurisdiction to hear such action, suit or proceeding, in a California
state court in the County of San Mateo) and that the parties shall submit to
the
jurisdiction of such court. The parties irrevocably waive, to the fullest extent
permitted by law, any objection the party may have to the laying of venue for
any such suit, action or proceeding brought in such court. THE PARTIES ALSO
EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH
SUIT, ACTION OR PROCEEDING. If any one or more provisions of this
Section 14 shall for any reason be held invalid or unenforceable, it is the
specific intent of the parties that such provisions shall be modified to the
minimum extent necessary to make it or its application valid and
enforceable.
15. Notices.
Any
notice required or permitted hereunder shall be given in writing and shall
be
deemed effectively given upon personal delivery, upon deposit for delivery
by an
internationally recognized express mail courier service or upon deposit in
the
United States mail by certified mail (if the parties are within the United
States), with postage and fees prepaid, addressed to the other party at its
address as shown in these instruments, or to such other address as such party
may designate in writing from time to time to the other party.
END
OF AGREEMENT
Notice
of Stock Option Award - NSO
EXHIBIT
A
OXIS
INTERNATIONAL, INC. 2003 STOCK INCENTIVE PLAN
EXERCISE
NOTICE
OXIS
International, Inc.
323
Vintage Park Drive, Suite B
Foster
City, CA 94404
Attention:
Secretary
1. Exercise
of Option.
Effective as of today, ______________, ___ the undersigned (the “Optionee”)
hereby elects to exercise the Optionee’s option to purchase ___________ Common
Share (the “Shares”) of OXIS International, Inc. (the “Company”) under and
pursuant to the Company’s 2003 Stock Incentive Plan, as amended from time to
time (the “Plan”) and the [ ] ISO [ ] NSO
Agreement (the “Option Agreement”) and Notice of Stock Option Award (the
“Notice”) dated ______________, ________. Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in this Exercise
Notice.
2. Representations
of the Optionee.
The
Optionee acknowledges that the Optionee has received, read and understood the
Notice, the Plan and the Option Agreement and agrees to abide by and be bound
by
their terms and conditions.
3. Rights
as Stockholder.
Until
the stock certificate evidencing such Shares is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a stockholder shall exist with respect to the Shares, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
stock certificate promptly after the Option is exercised. No adjustment will
be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 9 of
the Plan.
4. Delivery
of Payment.
The
Optionee herewith delivers to the Company the full Exercise Price for the
Shares, which, to the extent selected, shall be deemed to be satisfied by use
of
the broker-dealer sale and remittance procedure to pay the Exercise Price
provided in Section 1(d)
of the
Option Agreement, to the extent permissible under applicable law.
5. Tax
Consultation.
The
Optionee understands that the Optionee may suffer adverse tax consequences
as a
result of the Optionee’s purchase or disposition of the Shares. The Optionee
represents that the Optionee has consulted with any tax consultants the Optionee
deems advisable in connection with the purchase or disposition of the Shares
and
that the Optionee is not relying on the Company for any tax advice.
6. Taxes.
The
Optionee agrees to satisfy all applicable federal, state and local income and
employment tax withholding obligations and herewith delivers to the Company
the
full amount of such obligations or has made arrangements acceptable to the
Company to satisfy such obligations. In the case of an ISO, the Optionee also
agrees, as partial consideration for the designation of the Option as an ISO,
to
notify the Company in writing within thirty (30) days of any disposition of
any shares acquired by exercise of the Option if such disposition occurs within
two (2) years from the Date of Award or within one (1) year from the
date the Shares were transferred to the Optionee. If the Company is required
to
satisfy any foreign, federal, state or local income or employment tax
withholding obligations as a result of such an early disposition, the Optionee
agrees to satisfy the amount of such withholding in a manner that the Committee
prescribes.
Notice
of Stock Option Award - NSO
7. Successors
and Assigns.
The
Company may assign any of its rights under this Exercise Notice to single or
multiple assignees, and this agreement shall inure to the benefit of the
successors and assigns of the Company. This Exercise Notice shall be binding
upon the Optionee and his or her heirs, executors, administrators, successors
and assigns.
8. Headings.
The
captions used in this Exercise Notice are inserted for convenience and shall
not
be deemed a part of this agreement for construction or interpretation.
9. Administration
and Interpretation.
The
Optionee hereby agrees that any question or dispute regarding the administration
or interpretation of this Exercise Notice shall be submitted by the Optionee
or
by the Company to the Committee. The resolution of such question or dispute
by
the Committee shall be final and binding on all persons.
10. Governing
Law; Severability.
This
Exercise Notice is to be construed in accordance with and governed by the
internal laws of the State of California without giving effect to any choice
of
law rule that would cause the application of the laws of any jurisdiction other
than the internal laws of the State of California to the rights and duties
of
the parties. Should any provision of this Exercise Notice be determined by
a
court of law to be illegal or unenforceable, such provision shall be enforced
to
the fullest extent allowed by law and the other provisions shall nevertheless
remain effective and shall remain enforceable.
11. Notices.
Any
notice required or permitted hereunder shall be given in writing and shall
be
deemed effectively given upon personal delivery, upon deposit for delivery
by an
internationally recognized express mail courier service or upon deposit in
the
United States mail by certified mail (if the parties are within the United
States), with postage and fees prepaid, addressed to the other party at its
address as shown below beneath its signature, or to such other address as such
party may designate in writing from time to time to the other
party.
12. Further
Instruments.
The
parties agree to execute such further instruments and to take such further
action as may be reasonably necessary to carry out the purposes and intent
of
this agreement.
13. Entire
Agreement.
The
Notice, the Plan and the Option Agreement are incorporated herein by reference
and together with this Exercise Notice constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Optionee
with respect to the subject matter hereof, and may not be modified adversely
to
the Optionee’s interest except by means of a writing signed by the Company and
the Optionee. Nothing in the Notice, the Plan, the Option Agreement and this
Exercise Notice (except as expressly provided therein) is intended to confer
any
rights or remedies on any persons other than the parties.
Notice
of Stock Option Award - NSO
Submitted
by:
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Accepted
by:
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OPTIONEE:
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OXIS
INTERNATIONAL, INC.
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By: |
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Title: |
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(Signature)
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Address:
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Address:
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323
Vintage Park Drive, Suite B |
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Foster
City, California 94404
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Notice
of Stock Option Award - NSO