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Exhibit 10.2.39
NEOPROBE CORPORATION
425 METRO PLACE NORTH STE. 400
DUBLIN, OHIO 43017-1367
January 18, 1996
David C. Bupp
5747 Rushwood Drive
Dublin, OH 43017
Congratulations. You have been granted a Stock Option under Neoprobe
Corporation's Stock Option and Restricted Stock Purchase Plan (the "Plan") on
the following terms:
1. NUMBER OF SHARES. The number of Shares of Common Stock of Neoprobe
Corporation that you may purchase under this Option is: 20,000
2. EXERCISE PRICE. The exercise price to purchase Shares under this Option
is: $15.75 per Share.
3. VESTING. Thirty-three and one-third (33 1/3) of the shares originally
subject to this Option will vest and become exercisable on the last day of
each calendar year following the grant date above (first vesting period is
December 31, 1996) if you have been an Employee of the Company continuously
from the date of this Agreement shown above through the date when such
portion of the Option vests.
4. LAPSE. This Option will lapse and cease to be exercisable upon the
earliest of:
(i) the expiration of 10 years from the date of this Agreement shown
above,
(ii) 9 months after you cease to be an Employee because of your death
or disability,
(iii) 90 days after your employment with Neoprobe Corporation or any
Subsidiary is terminated by Neoprobe or such Subsidiary without
cause, or
(iv) immediately upon termination of your employment with Neoprobe
Corporation or any Subsidiary by Neoprobe or any Subsidiary for
cause or by your resignation.
5. TAXATION. This Option is a Nonqualified Option. You will have taxable
income upon the exercise of this Option. At that time, you must pay to
Neoprobe an amount equal to the required federal, state, and local tax
withholding less any withholding otherwise made from your salary or bonus.
You must satisfy any relevant withholding requirements before Neoprobe
issues Shares to you.
6. EXERCISE. This Option may be exercised by the delivery of this Agreement
with the notice of exercise attached hereto properly completed and signed
by you to the Treasurer of the Company, together with the aggregate
Exercise Price for the number of Shares as to which the Option is being
exercised, after the Option has become exercisable and before it has ceased
to be exercisable. The Exercise Price must be paid in cash by (a) delivery
of a certified or cashier's check payable to the order of Neoprobe
Corporation in such amount, (b) wire transfer of immediately available
funds to a bank account designated by Neoprobe, or (C) reduction of a debt
of Neoprobe to you. This Option may be exercised as to less than all of the
Shares purchasable hereunder, but not for a fractional share, nor may it be
exercised as to less than one hundred (100) Shares unless it is exercised
as to all of the Shares then available hereunder. If this Option is
exercised as to less than all of the Shares purchasable hereunder, a new
duly executed Option Agreement reflecting the decreased number of Shares
exercisable under such Option, but otherwise of the same tenor, will be
returned to you.
7. NO TRANSFER. This Option may not be sold, pledged nor otherwise
transferred other than by will or the laws of descent and distribution; and
it may only be exercised during your lifetime by you. This Agreement is
neither a negotiable instrument nor a security (as such term is defined in
Article 8 of the Uniform Commercial Code).
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8. NOT AN EMPLOYMENT AGREEMENT. This Agreement is not an employment
agreement and nothing contained herein gives you any right to continue to
be employed by or provide services to Neoprobe Corporation or affects the
right of Neoprobe to terminate your employment or other relationship with
you.
9. PLAN CONTROLS. This Agreement is an Option Agreement (as such term is
defined in the Plan) under Article 5 of the Plan. The terms of this
Agreement are subject to, and controlled by, the terms of the Plan, as it
is now in effect or may be amended from time to time hereafter, which are
incorporated herein as if they were set forth in full. Any words or phrases
defined in the Plan have the same meanings in this Agreement. Neoprobe will
provide you with a copy of the Plan promptly upon your written or oral
request made to its Vice President, Finance and Administration.
10. MISCELLANEOUS. This Agreement sets forth the entire agreement of the
parties with respect to the subject matter hereof and it supersedes and
discharges all prior agreements (written or oral) and negotiations and all
contemporaneous oral agreements concerning such subject matter. This
Agreement may not be amended or terminated except by a writing signed by
the party against whom any such amendment or termination is sought. If any
one or more provisions of this Agreement shall be found to be illegal or
unenforceable in any respect, the validity and enforceability of the
remaining provisions hereof shall not in any way be affected or impaired
thereby. This Agreement shall be governed by the laws of the State of
Delaware.
Please acknowledge your acceptance of this Agreement by signing the enclosed
copy in the space provided below and returning it promptly to Neoprobe
Corporation.
NEOPROBE CORPORATION
By: /s/ DAVID C. BUPP
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David C. Bupp, President
Date: June 10, 1996
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Accepted and Agreed to as of the date first set forth above:
/s/ DAVID C. BUPP
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David C. Bupp
Date: 6/10/96
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OPTION EXERCISE FORM
The undersigned hereby exercises the right to purchase __________ shares of
Common Stock of Neoprobe Corporation pursuant to the Option Agreement dated
January 18, 1996 under the Neoprobe Corporation Stock Option and Restricted
Stock Purchase Plan.
Date:
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David C. Bupp
Sign and complete this Option Exercise Form and deliver it to:
Neoprobe Corporation
Att'n: Treasurer
425 Metro Place North
Suite 400
Dublin, Ohio 43017-1367
together with the option price in cash by (a) delivery of a certified or
cashier's check payable to the order of Neoprobe in such amount, (b) wire
transfer of immediately available funds to a bank account designated by
Neoprobe, or reduction of the debt of Neoprobe to you.
Approved by Neoprobe Corporation:
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