Form of Nonstatutory Stock Option Agreement



 Exhibit 10.1 
  
 ICAGEN, INC. 
  
 Nonstatutory Stock Option Agreement 
 Granted
Under 2004 Stock Incentive Plan 
  
 [FOR DIRECTOR OPTIONS]

 [NOTE: Such director options may only be granted to the individual who is director] 
  

	1.	Grant of Option. 

  
 This agreement evidences the grant by Icagen, Inc., a Delaware corporation (the “Company”), on
            , 200   (the “Grant Date”) to
                     , a director of the Company (the “Participant”), of an option to purchase, in whole or in part, on
the terms provided herein and in the Company’s 2004 Stock Incentive Plan (the “Plan”), a total of                     
shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (“Common Stock”) at $             per Share. Unless earlier terminated,
this option shall expire at 5:00 p.m., Eastern time, on                      (the “Final Exercise Date”). 
  
 It is intended that the option evidenced by this agreement shall not be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as
used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms. 
  

	2.	Vesting Schedule. 

  
 [This option will become exercisable (“vest”) as to     % of the original number of Shares at the end of each
successive one-month period following the Grant Date until the third anniversary of the Grant Date, subject to continued service as a director of the Company.] 
  

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. 
  

	3.	Exercise of Option. 

  
 (a) Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant, and received by the Company at its
principal office, accompanied by this agreement, and payment in full as follows: 
  
 (1) in cash or by check, payable to the order of the Company; 
  
 (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise 







 
price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a
creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; 
  
 (3) with the approval of the Board, when the Common Stock is registered under the Exchange Act, by delivery of shares of Common Stock owned by the
Participant valued at their fair market value as determined by (or in a manner approved by) the Board in good faith (“Fair Market Value”), provided (i) such method of payment is then permitted under applicable law and (ii) such Common
Stock, if acquired directly from the Company, was owned by the Participant at least six months prior to such delivery; 
  
 (4) to the extent permitted by applicable law and by the Board, in its sole discretion by (i) delivery of a promissory note of the Participant to the
Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or 
  
 (5) by any combination of the above permitted forms of payment. 
  

The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share.

  
 (b) Continuous Relationship with the Company Required.
Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, a director of the Company or any other entity
the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”). 
  
 (c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any
reason, then, except as provided in paragraph (d) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be
exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or
confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.

  
 (d) Exercise Period Upon Death or Disability. If the
Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant, this option shall be exercisable, within the period of one year following the date
of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant
on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date. 
  

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	4.	Agreement in Connection with Public Offering. 

  
 The Participant agrees, in connection with an underwritten public offering of the Company’s securities pursuant to a registration statement under the
Securities Act, (i) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written
consent of the Company or the underwriters managing such initial underwritten public offering of the Company’s securities for such number of days (not to exceed 180 days) from the effective date of such registration statement as the Company or
the managing underwriters may require, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. 
  

	5.	Withholding. 

  
 No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to
the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. When the Common Stock is registered under the Exchange Act, Participant may satisfy such tax obligations in whole or
in part by delivery of shares of Common Stock owned by Participant valued at their Fair Market Value; provided, however, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s
minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). The Company may, to the extent permitted
by law, deduct any such tax obligations from any payment of any kind otherwise due to Participant. 
  

	6.	Nontransferability of Option. 

  
 This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant. 
  

	7.	Provisions of the Plan. 

  
 This option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this option. 
  
 IN WITNESS WHEREOF, the Company has caused this option to be executed under
its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument. 
  

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	 	 	Icagen, Inc.
			
	 Dated:                     
  
	 	By:	 	  


	 	 	Name:	 	  


	 	 	Title:	 	  



  

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 PARTICIPANT’S ACCEPTANCE 
  
 The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby
acknowledges receipt of a copy of the Company’s 2004 Stock Incentive Plan. 
  

			
	PARTICIPANT:
	
	  


	Address:	 	  


	 	 	  




  

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