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10.2.40
NEOPROBE CORPORATION
425 METRO PLACE NORTH SUITE 400
DUBLIN, OHIO 43017-1367
February 3, 1997
John L. Ridihalgh, Ph.D.
2112 Iuka Avenue
Columbus, OH 43201
Congratulations. You have been granted a Stock Option under Neoprobe's 1996
Stock Incentive 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: 27,000
2. EXERCISE PRICE. The exercise price to purchase Shares under this Option
is: $13-3/8 per Share.
3. VESTING. One third (1/3) of the Shares originally subject to this Option
will vest and become exercisable on each anniversary of the date of grant
(February 3, 1997) 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.
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 or any Subsidiary is
terminated by Neoprobe or such Subsidiary without cause, or
(iv) immediately upon termination of your employment with Neoprobe 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 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 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.
NEOPROBE CORPORATION
By: /s/ DAVID C. BUPP
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David C. Bupp
President, COO
Accepted and Agreed to as of the date first set forth above:
/s/ JOHN L. RIDIHALGH
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John L. Ridihalgh, Ph.D.
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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
February 3, 1997 under the Neoprobe Corporation 1996 Stock Incentive Plan.
Date:
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John L. Ridihalgh, Ph.D.
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Sign and complete this Option Exercise Form and deliver it to:
Neoprobe Corporation
Attn: 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 (c) reduction of a debt of Neoprobe to you.