Exhibit 1
CannaVEST Corp.
Stock Option Grant Notice
Amended and Restated 2013 Equity Incentive Plan
FOR GOOD AND VALUABLE CONSIDERATION, CannaVEST Corp. (the “Company”), hereby grants to the Optionee named below, a stock option (the “Option”) to purchase any part or all of the specified number of shares of its Common Stock (“Option Shares”), upon the terms and subject to the conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), at the specified purchase price per share without commission or other charge. The Option is granted pursuant to the Company’s Amended and Restated 2013 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement (the “Option Agreement”), promulgated under the Plan and in effect as of the date of this Grant Notice.
| Optionee: | Michael Mona, Jr. |
| Date of Grant: | December 8, 2014 |
| Vesting Commencement Date: | December 8, 2014 |
| Number of Option Shares : | 4,000,000 |
| Exercise Price (Per Share): | $2.64 |
| Total Exercise Price: | $10,560,000.00 |
| Expiration Date: | Ten years after Date of Grant |
Type of Grant: x Incentive Stock Option1 o Nonstatutory Stock Option
Exercise Schedule: x Same as Vesting Schedule o Early Exercise Permitted
Vesting Schedule: Except as otherwise provided in the Option Agreement, the number of Option Shares that are vested (disregarding any resulting fractional share) as of any date shall be determined as follows: (i) 2,666,667 Option Shares will be vested on the Vesting Commencement Date; and (ii) 1,333,333 of the Option Shares will be vested in a series of twelve (12) successive equal monthly installments measured from January 31, 2015, provided, however, that there has not been a Termination of Service as of each such date. In no event will the Option become exercisable for any additional Option Shares after a Termination of Service.
Payment: By one or a combination of the following items (described in the Plan):
| x | By cash or check | |
| o | By net exercise, if the Company has established procedures for net exercise |
Additional Terms/Acknowledgements: The undersigned Optionee acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement, and the Plan.
Further, by their signatures below, the Company and the Optionee agree that the Option is governed by this Grant Notice and by the provisions of the Plan and Option Agreement, both of which are attached to and made a part of this Grant Notice. Optionee acknowledges receipt of copies of the Plan and the Option Agreement, represents that the Optionee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. Optionee further acknowledges that, as of the Date of Grant, this Grant Notice, the Option Agreement and the Plan set forth the entire understanding between Optionee and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject, with the exception of options previously granted under the Plan.
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1If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be firstexercisablefor more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.
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CannaVEST Corp. By:/s/ Joseph Dowling Joseph Dowling, Chief Financial Officer
Date: December 8, 2014 | Optionee: Michael Mona, Jr. /s/ Michael Mona, Jr. Signature
Date: December 8, 2014 |
Attachments: (I) Option Agreement; (II) Amended and Restated 2013 Equity Incentive Plan; and (III) Notice of Exercise
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Attachment I
Option Agreement
Incorporated by reference from an exhibit to the Company’s Form S-8 filed on October 6, 2014.
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Attachment II
Amended and Restated 2013 Equity Incentive Plan
Incorporated by reference from an appendix to the Company’s Proxy Statement on Schedule 14A filed on July 2, 2014.
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Attachment III
Notice Of Exercise
CannaVEST Corp.
2688 South Rainbow Blvd.
Suite B
Las Vegas, Nevada 89146
Date of Exercise: _______________
Ladies and Gentlemen:
This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below.
| Type of option (check one): | Incentive x | Nonstatutory o |
| Stock option dated: | _______________ | _______________ |
| Number of shares as to which option is exercised: | _______________ | _______________ |
| Certificates to be issued in name of: | _______________ | _______________ |
| Total exercise price: | $______________ | $______________ |
| Cash or check payment delivered herewith: | $______________ | $______________ |
By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Amended and Restated 2013 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock (the “Shares”) issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option.
I acknowledge that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting restrictions pursuant to the Option Agreement, the Company’s Certificate of Incorporation, Bylaws and/or applicable securities laws.
Very truly yours,
______________________________
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