Exhibit 10.33
DIANON SYSTEMS, INC.
Grant No.
STOCK OPTION GRANT
Optionee: Andre deBruin Total No. of Shares 10,000
Date of Grant: 10/24/1996 Exercise Price Per Share $7.125
Termination Date: 10/23/2006 $71,250.00
DIANON SYSTEMS, INC. (the "Company") has this day granted to you, the
optionee named above, an option to purchase shares of common stock of the
Company ("Common Stock"). This option is granted in replacement of the option
which was previously granted to you on June 4, 1993.
The details of your option are as follows:
1. The total number of shares subject to this option is as set forth above.
Subject to the limitations contained herein, this option shall be exercisable on
or after the date of the vesting of such option as follows:
Percentage of Shares Date of Earliest Exercise (Vesting)
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100% 10/24/96
2. (a) The per share exercise price of this option is as set forth on the
face of this option grant, and is the same as the exercise price of the option
granted to you on June 4, 1993 which this option replaces.
(b) Payment of the exercise price is due in full in cash upon exercise
when the aggregate option exercise price for the shares being purchased is
$2,500 or less; but when the aggregate exercise price for the shares being
purchased exceeds $2,500, you may elect to make payment of the exercise price
under one of the following alternatives:
(i) Payment of the exercise price in cash at the time of the
exercise;
(ii) (a) Payment of not less than 10% of the aggregate exercise
price due at the time of exercise in cash, (b) not less than 10% of
said exercise price, plus simple interest at the lowest rate which, at
the time of exercise, will prevent any imputation of higher interest
under Section 483 of the Internal Revenue Code, per year after the
time of exercise, with (c) final payment of the remainder of the
exercise price, plus interest, due five (5) years from date of
exercise, provided that as a part of your written notice of exercise
you give notice of the election of this deferred payment arrangement,
and to secure the payment of the deferred purchase price to the
Company hereunder, which such election you tender to the Company a
security agreement satisfactory to the Company covering the purchased
shares;
(iii) Provided that at the time of exercise the Company's common
stock is publicly traded and quoted regularly in the Wall Street
Journal, payment by delivery of shares of common stock of the Company
which you have owned for at least six moths and which at the time of
exercise are owned by you free and clear of any liens, claims,
encumbrances or security interests, which common stock shall be valued
(i) if listed on a national securities exchange or the Nasdaq national
market, at the average closing price for the ten (10) trading days
immediately preceding the date of exercise or (ii) otherwise at the
average of the closing bid and ask quotations published in the Wall
Street Journal for the ten (10) trading days immediately preceding the
date of exercise; or
(iv) Payment in the form of any other legal consideration that
may be acceptable to the Board of Directors of the Company in its sole
discretion at the time of exercise.
3. The minimum number of shares with respect to which this option may be
exercised at any one time is one hundred (100), however, if the number of shares
subject to exercise is less than one hundred, the option must be exercised as to
all of such shares.
4. Notwithstanding anything to the contrary contained herein, this option
may not be exercised unless the shares issuable upon exercise of this option are
then registered under the Securities Act of 1933, as amended (the "Act"), or if
such shares are not then registered, the Company has determined in its sole
discretion that such exercise and issuance would be exempt from registration
under the Act. Your right to exercise this option is also conditioned on the
Company's listing of the shares subject to this option on the Nasdaq national
market or any securities exchange on which the Common Stock is then traded and
compliance with any applicable securities registration or other securities law
requirements.
5. The term of this option commences on the date hereof and terminates on
the date set forth on the face of this option grant.
6. This option may be exercised, to the extent specified above by
delivering a notice of exercise together with the exercise price to the
Secretary of the Company, or to such other person as the Company may designate,
during regular business hours, together with such additional documents as the
Company may then require.
7. This option is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you.
8. Any notices provided for in this option shall be given in writing and
shall be deemed effectively given upon receipt or, in the case of notices
delivered by the Company to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to the optionee at the address specified
below or at such other address as the optionee hereafter designates by written
notice delivered to the Company.
9. Whenever shares are to be issued in satisfaction of this option you
shall remit to the Company an amount sufficient to satisfy federal, state, local
or other withholding tax requirements if and to the extent required by law
(whether so required to secure for the Company an otherwise available tax
deduction or otherwise) prior to the delivery of any certificate or
certifi-cates for such shares.
10. In the event of any merger, reorganization, consolidation, sale of
substantially all assets, recapitalization, stock dividend, stock split,
spin-off, split-off, distribution of assets or other change in corporate
structure affecting the Common Stock, a substitution of adjustment, as may be
determined to be appropriate by the Board of Directors or the Compensation
Committee of the Board ("the Compensation Committee") shall be made in the
number, option price and kind of shares covered by this Option; provided however
that no such adjustment shall increase or decrease the aggregate value of any
outstanding portion of this Option.
11. The Board of Directors and the Compensation Committee reserve the right
to interpret the provisions of this Option, make any necessary factual
determinations, and adopt, amend, and rescind administrative rules and
procedures in connection with the exercise of this Option. Any interpretation or
determination by the Board or the Compensation Committee shall be final and
binding.
The undersigned:
Dated This 24th day of (a) Acknowledges receipt of the fore-
October , 1996 . going option and understands that all
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rights and liabilities connected with
this option are set forth in the Option,
(b) Acknowledges that as of the date
Very truly yours, of grant of this option, it sets
DIANON SYSTEMS, INC.
forth the entire understanding
Duly authorized on
behalf of the between the undersigned optionee and
Board of Directors
the Company regarding the acquisition of
stock from the
Company and supersedes all prior oral and written agreements on that
subject with the
exception of the following agreements only: (if none, so state)
/s/ Andre deBruin
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Address: 2545 Central Ave.
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Boulder, CO 80301
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