Exhibit 10.1
CRDENTIA CORP.
NOTICE OF STOCK OPTION AWARD
Grantee's Name and Address: James D. Durham
14114 Dallas Parkway, Suite 600
Dallas, Texas 75254
You (the "Grantee") have been granted an option to purchase shares of Common
Stock, subject to the terms and conditions of this Notice of Stock Option
Award (the "Notice") and the Stock Option Plan and Award Agreement (the
"Plan and Option Agreement") attached hereto, as follows. Unless otherwise
defined herein, the terms defined in the Plan and Option Agreement shall
have the same defined meanings in this Notice.
Award Number 4
Date of Award December 31, 2003
Exercise Price per Share $0.10
Total Number of Shares Subject
to the Option (the "Shares") 7,000,000
Total Exercise Price $700,000
Type of Option Non-Qualified Stock Option
Expiration Date: December 31, 2018
This Option is fully vested and shall be exercisable in accordance with the
following schedule:
Exercise Schedule:
Subject to the terms of the Plan and Option Agreement, 100% of the Shares
subject to the Option shall be exercisable on December 31, 2008.
Notwithstanding the foregoing, certain Shares subject to the Option may be
exercised prior to December 31, 2008 in accordance with the following:
Upon the closing date of each Acquisition (as defined below) after the Date
of Award, Shares subject to the Option shall be immediately exercisable in
an amount equal to twenty-five percent (25%) of the aggregate number of (i)
shares of Common Stock issued in connection with such Acquisition plus (ii)
subject to the limitations below, the aggregate maximum number of additional
shares of Common Stock issuable pursuant to any security convertible or
exchangeable into Common Stock, or any warrant, option, purchase right or
similar agreement or arrangement granted in connection with such Acquisition
(whether or not such shares are ever issued but excluding any compensatory
options or other equity-based incentives granted to service providers on or
after the closing date of such Acquisition). Notwithstanding the foregoing,
any shares of Common Stock which are issuable in connection with the
Acquisition (i) upon exercise or conversion of any convertible debt
instrument, (ii) in connection with any subsequent earnout of shares of
Common Stock or similar arrangement or (iii) upon the occurrence of some
contingent future event, milestone or condition such that the actual number
of shares of Common Stock which are issuable thereby is not otherwise
determinable at the closing date of such Acquisition, shall not be
included for purposes of calculating the number of Shares which are
exercisable on the closing date of such Acquisition; provided, however,
that an additional number of Shares subject to the Option shall become
exercisable in an amount equal to twenty-five percent (25%) of the aggregate
number of any such excluded shares of Common Stock which are in fact issued
following the closing date of such Acquisition on the date of such issuance.
"Acquisition" shall mean any business combination in which the Company
issues or may issue shares of Common Stock for the consideration thereof,
including, without limitation, a stock purchase, sale, merger, joint
venture or otherwise and whether in one or more transactions for the
purchase of an organization's equity, debt securities or assets, or by
means of a merger, consolidation, reorganization, spin-off, joint venture,
partnership, tender offer, exchange offer,
purchase, lease, licensing arrangement, strategic alliance or any other
transaction of a like nature, regardless of form.
IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice
and agree that the Option is to be governed by the terms and conditions of
this Notice and the Plan and Option Agreement.
Crdentia Corp.,
a Delaware corporation
By: /s/ Robert Kenneth
Robert Kenneth
Title: Chair of the Compensation Committee
THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE OR
THE PLAN AND OPTION AGREEMENT SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH
RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE'S EMPLOYMENT OR
SERVICE WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH THE
GRANTEE'S RIGHT OR THE RIGHT OF THE COMPANY, OR PARENT OR SUBSIDIARY OF THE
COMPANY TO WHICH THE GRANTEE PROVIDES SERVICES TO TERMINATE THE GRANTEE'S
EMPLOYMENT OR SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE.
THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT
AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE'S STATUS IS AT WILL.
The Grantee acknowledges receipt of a copy of the Plan and Option Agreement,
and represents that he or she is familiar with the terms and provisions
thereof, and hereby accepts the Option subject to all of the terms and
provisions hereof and thereof. The Grantee has reviewed this Notice and
the Plan and Option Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Notice, and fully
understands all provisions of this Notice and the Plan and Option Agreement.
The Grantee hereby agrees that all disputes arising out of or relating to
this Notice and the Plan and Option Agreement shall be resolved in
accordance with Section 15 of the Plan and Option Agreement. The Grantee
further agrees to notify the Company upon any change in the residence
address indicated in this Notice.
Dated: December 31, 2003 Signed: /s/ James D. Durham
Grantee
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