Exhibit 10.1
HEART TEST LABORATORIES, INC.
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock Option Agreement (the “Agreement”) is entered into between Heart Test Laboratories, Inc., a Texas corporation (the “Company”), and __________(the “Optionee”) as of the (Day) day of (Month) (the “Date of Grant”). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows:
Total Percentage Vested |
Period |
00.0% | Prior to the first anniversary of the Date of Grant |
33.3% | As of the first anniversary of the Date of Grant |
8.333% | Equally, quarterly thereafter for next __ quarters. |
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The unexercised portion of the Option that becomes vested during one period may be carried over to a subsequent period or periods, and the right of the Optionee to exercise the Option as to such vested portion shall continue for the entire term, unless otherwise forfeited under the terms of the Plan or this Agreement.
In the event Optionee ceases to be an Employee, any unvested portion of the Option shall be forfeited immediately, and any vested portion of the Option shall be exercisable only as provided under the Plan.
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For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation or other entity that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation; or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Notwithstanding the foregoing, to the extent an Award or any payment thereunder is considered “deferred compensation” subject to Section 409A of the Code, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A of the Code.
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Unless otherwise provided in this Agreement or any amendment thereto or any severance or similar agreement, vested Options granted under the Plan shall only remain outstanding and exercisable following a termination of employment, and otherwise expire, terminate or be forfeited, as follows:
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This Incentive Stock Option Agreement is executed to be effective as of the Date of Grant.
OPTIONEE HEART TEST LABORATORIES, INC.
______________________________ By: _____________________________
(Optionee name) Andrew Simpson
President and Chief Executive Officer
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Stock Option Exercise Notice
(Note: Payment for the shares being purchased is due within seven business days of Heart Test’s receiving this notice. A new option exercise notice must be submitted to purchase any shares for which payment is not received within that allotted time. Allow at least three business days from the date of Heart Test’s receipt of payment for the shares to be delivered to you.)
Optionee name: _____________________________________
Printed Name
Options being exercised:
Option Grant Date | Option Exercise Price Per Share ($0.00) | Number of Shares Being Purchased (Whole Number) | Total Price to Exercise Option Before Taxes (Price Per Share Times Number of Shares) |
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Total Price for All Options Being Exercised >>>>> |
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Please deliver shares issued to me from this exercise as follows (select one delivery method):
_____ Send me a paper certificate.
_____ Electronically deliver the shares to my brokerage account described below.
I will pay the total exercise price, plus taxes, as computed on the next page as follows (select one payment method):
_____ I will pay Heart Test by check or funds transfer drawn on my bank account.
_____ I will pay Heart Test by funds transfer from my brokerage account described below.
My brokerage account is as follows (All boxes must be completed if using a brokerage account. This stock option exercise cannot be processed with any brokerage or broker information blank):
Brokerage firm name |
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Brokerage firm DTC number (Your broker has this number.) |
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My brokerage account number |
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Broker contact name |
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Broker contact phone number |
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Broker contact email address |
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_____________________________________________ __________________
Optionee Signature Date Signed
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Heart Test Laboratories, Inc. confirms that:
HEART TEST LABORATORIES, INC.
By: __________________________ ___________
Andrew Simpson Date
President and Chief Executive Officer
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Payment Instructions
If paying by check, mail this form and check to: | If paying by wire or ACH transfer, send payment to: |
Heart Test Laboratories, Inc. Attn: Chief Financial Officer 550 Reserve St Suite 360 Southlake, Tx, 76092 Phone: 682-237-7781 |
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Please address all inquiries and requests for information to __________________
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