ex10-2.htm


    


    Exhibit
10.2

     

    OMNIMMUNE
HOLDINGS, INC.

     

    Stock
Option Agreement

     

    Omnimmune Holdings, Inc., a Delaware
corporation (the “Company”), hereby grants to the undersigned (“Optionee”) a
non-qualified option (this “Option”) to purchase the total number of Shares
shown below of the Company (“Shares”) at the exercise price per Share set forth
below (the “Exercise Price”), subject to all of the terms and conditions set
forth in this Agreement (the “Agreement”).

    


    
      
        
          	
                  Shares
      Subject to Option:

                	
                  100,000

                
	 
      	 
      
	
                  Exercise
      Price Per Share:

                	
                  $2.50

                
	 
      	 
      
	
                  Term
      of Option:

                	
                  FIVE
      (5) YEARS FROM THE GRANT DATE

                
	 
      	 
      
	
                  Vesting:

                	
                  Shares
      subject to issuance under this Option shall be eligible for exercise
      according to the vesting schedule described in Section 10 of this
      Agreement.

                
	 
      	 
      
	
                  Grant
      Date:

                	
                  Close
      of Business, August 12,
2008

                


        

      

    

     

    1.           Exercise Period
of Option.  Subject to the
terms and conditions of this Agreement, and unless otherwise modified in writing
signed by the Company and Optionee, this Option may be exercised with respect to
all of the Shares subject to this Option, but only according to the vesting
schedule described in Section 10 below, prior to the date which is the last day
of the Term following the Grant Date (hereinafter “Expiration
Date”).

     

    2.           Restrictions on
Exercise.  This Option may
not be exercised, unless such exercise is in compliance with the Securities Act
of 1933 and all applicable state securities laws, as they are in effect on the
date of exercise, and the requirements of any stock exchange or national market
system on which the Company’s Shares may be listed at the time of
exercise.  Optionee understands that the Company is under no
obligation to register, qualify or list the Shares subject to this Option with
the Securities and Exchange Commission (“SEC”), any state securities commission
or any stock exchange to effect such compliance.  Also, this Option
may not be exercised within the first six (6) months of the Grant Date noted
hereon if the Optionee is currently, at the time of exercise, or has been at any
time within the two (2) year period immediately preceding exercise, a non-exempt
(as defined in the Fair Labor Standards Act) employee of the
Company.

     

    3.           Termination of
Option.  Except as
provided below in this Section or that certain Consulting Agreement entered into
by and between Company, Optionee and Becker Advisors, Ltd., a New Jersey
corporation, of even date and time herewith (the “Consulting Agreement”), this
Option shall be immediately forfeited and may not be exercised after the date
which is ninety (90) days after Optionee ceases to perform services for the
Company, or any parent or subsidiary of the Company (a “Parent” or
“Subsidiary”).  Except as otherwise provided in this Section 3 below,
Optionee shall be considered to perform services for the Company, or any Parent
or Subsidiary, for all purposes under this Section and Section 10 hereof, for
the term of the Consulting Agreement.

     

    (a)           Termination for Cause. If
Optionee ceases to perform services for the Company, or any Parent or
Subsidiary, for Cause, this Option shall immediately be forfeited, along with
any and all rights or subsequent rights attached thereto, as of the Termination
Date, but in no event later than the Expiration Date.  For this
purpose, “Cause” shall be defined as set forth in the Consulting Agreement and
as follows: an act or acts by an Optionee involving (a) the use for profit or
disclosure to unauthorized persons of confidential information or trade secrets
of the Company, (b) the breach of any contract with the Company, including,
without limitation, the Consulting Agreement, (c) the violation of any fiduciary
obligation to the Company, (d) the unlawful trading in the securities of the
Company, or other entity based on information gained as a result of the
performance of services for the Company, (e) a felony conviction or the failure
to contest prosecution of a felony, or (f) willful misconduct, dishonesty,
embezzlement, fraud, deceit or civil rights violations, or other unlawful
acts.

     

    (b)           Death. If Optionee ceases to
perform services for the Company, or any Parent or Subsidiary, as a result of
the death of Optionee, this Option, to the extent (and only to the extent) that
it would have been exercisable by Optionee on the Termination Date, may be
exercised by Optionee’s legal representative within one (1) year after the
Termination Date, but in no event later than the Expiration Date.

     

    (c)           Disability.  If
Optionee ceases to perform services for the Company, or any Parent or
Subsidiary, as a result of the disability (within the meaning of Internal
Revenue Code §22(e)(3)) of Optionee (as determined by the Board in its sole
discretion), this Option, to the extent (and only to the extent) that it would
have been exercisable by Optionee on the Termination Date, may be exercised by
Optionee within one (1) year after the Termination Date, but in no event later
than the Expiration Date.

     

    (d)           No Right to Employment or Other
Relationship. Nothing in this Agreement shall confer on Optionee any
right to continue in the employ of, or other relationship with, the Company, or
any Parent or Subsidiary, or limit in any way the right of the Company, or any
Parent or Subsidiary, to terminate Optionee’s employment or other relationship
at any time, with or without cause.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           Manner of
Exercise.

     

    (a)           Exercise
Agreement.  This Option shall be exercisable by delivery to the
Company of an executed Exercise Agreement (“Exercise Agreement”) in the form of
the Exercise Agreement delivered to Optionee, if applicable, or in such form as
may be approved or accepted by the Company, which shall set forth Optionee’s
election to exercise this Option with respect to some or all of the Shares
subject to this Option, the number of Shares subject to this Option being
purchased, and any restrictions imposed on the Shares subject to this Option
(including, without limitation, vesting or performance-based restrictions,
rights of the Company to re-purchase Shares acquired pursuant to the exercise of
an Option, voting restrictions, investment intent restrictions, restrictions on
transfer, “first refusal” rights of the Company to purchase Shares acquired
pursuant to the exercise of an Option prior to their sale to any other person,
“buy-back” rights whereby the Company will have the right to buy back Shares
acquired pursuant to the exercise of an Option if the Optionee no longer is
providing services to the Company, “drag along” rights requiring the sale of
Shares to a third party purchaser in certain circumstances, “lock up” type
restrictions in the case of a public offering of the Company’s securities,
restrictions or limitations that would be applied to Shareholders under any
applicable restriction agreement among the Shareholders, and restrictions under
applicable federal securities laws, under the requirements of any stock exchange
or market upon which such Shares are then listed and/or traded, and/or under any
blue sky or state securities laws applicable to such Shares).  The
Company may modify the required Exercise Agreement at any time.

     

    (b)           Exercise Price. Such Exercise
Agreement shall be accompanied by full payment of the Exercise Price for the
Shares being purchased.  Payment for the Shares being purchased may be
made in U.S. dollars in cash (by check), or by delivery to the Company of a
number of Shares which have been owned and completely paid for by the holder for
the requisite period necessary to avoid a charge to the Company’s earnings for
financial reporting purposes having an aggregate Fair Market Value (as defined
below) equal to the amount to be tendered, or a combination
thereof.  In addition, this Option may be exercised through a
brokerage transaction following registration of the Company’s equity securities
under Section 12 of the Securities Exchange Act of 1934 as permitted under the
provisions of Regulation T applicable to cashless exercises promulgated by the
Federal Reserve Board.

     

    (c)           Withholding
Taxes.  Prior to the issuance of Shares upon exercise of this
Option, Optionee must pay, or make adequate provision for, any applicable
federal or state withholding obligations of the Company.  Optionee may
provide for payment of withholding taxes upon exercise of the Option by
requesting that the Company retain Shares with a Fair Market Value equal to the
minimum amount of taxes required to be withheld.  In such case, the
Company shall issue the net number of Shares to Optionee by deducting the Shares
retained from the Shares exercised.

     

    (d)           Issuance of Shares. Provided
that such Exercise Agreement and payment are in form and substance satisfactory
to counsel for the Company, the Company shall cause the Shares purchased to be
issued in the name of Optionee or Optionee’s legal
representative.  Optionee shall not be considered a shareholder until
such time as Shares have been issued as noted on the books of the
Company.

     

    (e)           Securities
Regulation.  Upon the receipt of Shares as a result of the
exercise of this Option, Optionee shall hold such Shares for investment and not
with a view of resale or distribution to the public.

     

    5.           Nontransferability
of Option.  This Option may
not be transferred in any manner, other than by will or by the laws of descent
and distribution, and may be exercised during Optionee’s lifetime only by
Optionee or to the extent allowed by the Agreement.  The terms of this
Option shall be binding upon the executor, administrators, successors and
assigns of Optionee.

     

    6.           Change of Control
of the Company.  If a Change of Control occurs, as defined
herein, and if the agreements effectuating the Change of Control do not provide
for the assumption or substitution of the Option granted under this Agreement,
the Board, in its sole and absolute discretion, may take any or all of the
following actions to be effective as of the date of the Change of Control (or as
of any other date fixed by the Board occurring within the thirty (30) day period
immediately preceding the date of the Change of Control, but only if such action
remains contingent upon the effectuation of the Change of Control) (such date
referred to as the “Option Action Effective Date”):

    


    (a) Unilaterally
cancel this Option in exchange for:

    


    (i)           whole
and/or fractional Shares (or for whole Shares and cash in lieu of any fractional
Share) or whole and/or fractional Shares of a successor (or for whole Shares of
a successor and cash in lieu of any fractional Share) that, in the aggregate,
are equal in value to the excess of the Fair Market Value of the Shares, as such
term is defined below, that could be purchased subject to such this Option
determined as of the Option Action Effective Date over the aggregate Exercise
Price for such Shares; or

     

    (ii)           cash
or other property equal in value to the excess of the Fair Market Value of the
Shares that could be purchased subject to such this Option determined as of the
Option Action Effective Date over the aggregate Exercise Price for such
Shares.

    


    (b) Unilaterally
cancel this Option after providing Optionee with (i) an opportunity to exercise
the Option to the extent vested within a specific period prior to the date of
the Change of Control, and (ii) notice of such opportunity to exercise prior to
the commencement of such specified period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For the
purposes of this Agreement, a “Change in Control” shall mean either of the
following:

     

    (a)           any
transaction or series of transactions pursuant to which the Company sells,
transfers, leases, exchanges or disposes of substantially all (i.e., at least eighty percent
(80%)) of its assets for cash or property, or for a combination of cash and
property, or for other consideration; or

     

    (b)           any
transaction pursuant to which persons who are not current shareholders of the
Company acquire by merger, consolidation, reorganization, division or other
business combination or transaction, or by a purchase of an interest in the
Company, an interest in the Company so that after such transaction, the
shareholders of the Company immediately prior to such transaction no longer have
a controlling (i.e.,
50% or more) voting interest in the Company.

     

    However,
notwithstanding the foregoing, in no event shall a registered public offering of
securities of the Company consummated after the date hereof constitute a Change
of Control or be included in the calculations above to determine whether a
Change of Control has occurred.

     

    For
purposes of this Agreement, “Fair Market Value” of each Share on any date shall
be determined in good faith by the Board.

     

    7.           Tax
Consequences.  Optionee
understands that the grant and exercise of this Option, and the sale of Shares
obtained through the exercise of this Option, may have tax implications that
could result in adverse tax consequences to Optionee.  Optionee
represents that Optionee has consulted with, or will consult with, his or her
tax advisor; Optionee further acknowledges that Optionee is not relying on the
Company for any tax, financial or legal advice; and it is specifically
understood by the Optionee that no representations or assurances are made as to
any particular tax treatment with respect to the Option.

     

    8.           Interpretation.  Any dispute
regarding the interpretation of this Agreement shall be submitted to the
Board.  The resolution of such a dispute by the Board or a committee
thereof shall be final and binding on the Company and Optionee.

     

    9.           Entire Agreement
and Other Matters.  Any Exercise
Agreement attached hereto is incorporated herein by
reference.  Optionee acknowledges and agrees that the granting of this
Option constitutes a full accord, satisfaction and release of all obligations or
commitments made to Optionee by the Company or any of its officers, directors,
shareholders or affiliates with respect to the issuance of any securities, or
rights to acquire securities, of the Company or any of its
affiliates.  This Agreement and the Exercise Agreement constitute the
entire agreement of the parties hereto, and supersede all prior understandings
and agreements with respect to the subject matter hereof.  This
Agreement and the underlying Option are void ab initio unless this
Agreement has been executed by the Optionee and the Optionee has agreed to all
terms and provisions hereof.

     

    10.           Vesting and
Exercise of Shares.  Subject to the
terms of this Agreement and the Exercise Agreement, the Optionee shall be
entitled to purchase, pursuant to the exercise of this Option, the percentage of
Shares subject to this Option shown below based upon the Continuous Service of
the Optionee from the Grant Date of this Option (as noted hereon) at the time of
exercise:

    


    
      
        	
                VESTING
      SCHEDULE

              
	
                Number
      of Options Vested

              	
                Months
      of Continuous Service

              
	
                33,000

              	
                Grant
      Date

              
	
                2,791

              	
                Last
      day of each calendar month for 22 months beginning September
      2008

              
	
                5598

              	
                Last
      day of 23rd
      calendar month

              


      

    

     

    For
purposes of this Agreement, “Continuous Service” means a period of continuous
performance of services by Optionee for the Company, a Parent, or a Subsidiary,
as determined by the Board in its sole and absolute discretion on each date on
which vesting of Options is to occur following the Grant
Date.  Notwithstanding any provision in this Agreement to the
contrary, all of the Options shall be deemed fully vested in the event the
Consulting Agreement or Optionee’s services thereunder shall have been
terminated by Company on account of a termination thereof without cause or on
account of any failure on the part of Company to renew the Consulting Agreement
for the first Renewal Term following July 31st,
2008.

     

    Optionee
hereby represents that Optionee has read and understands the terms and
provisions of the Agreement, and accepts this Option subject to all the terms
and conditions of the Agreement and this Agreement.  Optionee
acknowledges that there may be adverse tax consequences upon exercise of this
Option or disposition of Shares purchased by exercise of this Option, and that
Optionee should consult a tax adviser prior to such exercise or
disposition.

     

    OPTIONEE

     

    /s/ Howard
Becker                    

    Howard
Becker

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS
WHEREOF, this Agreement has been executed by the Company by a duly
authorized officer as of the date specified hereon.

     

    COMPANY

     

    Omnimmune
Holdings, Inc., a Delaware corporation

     

    By: /s/ Harris
Lichtenstein                             


            Harris
A. Lichtenstein, Ph.D., CEO