EXHIBIT 10.19

 

**BIONEBRASKA,INC.**

**INCENTIVESTOCK OPTION AGREEMENT**

 

          THIS OPTION AGREEMENT is made as of the 1stday of _______, 2001, between BioNebraska, Inc., a Delaware corporation (the"Company"), and ________________, an employee of the Company (the"Optionee").

          The Company, by affording the Optionee anopportunity to purchase shares of its Common Stock (par value of one cent pershare – referred to as the "Common Stock"), as hereinafter pro­vided,deems this grant of options as furthering the purposes of the 1993 Stock Planof the Company, as amended in 1996 and approved by its shareholders (the"Plan").

          THEREFORE, the parties hereby agree asfollows:

          1.       Grantof Option.  The Company herebygrants to the Optionee the right and option (hereinafter called the"Option") to purchase from the Company all or any part of anaggregate amount of _________ shares of the Common Stock of the Company on theterms and conditions herein set forth. The Option is intended to be an "incentive stock option" asthat term is defined in Section 422 of the Internal Revenue Code.

          2.       PurchasePrice.  The purchase price of theshares of the Common Stock covered by this Option shall be $12.50 per share.

          3.       Termof Option.  The term of the Optionshall be for a period of ten (10) years from the date hereof (the "OptionDate"), subject to earlier termination as hereinafter provided.

          4.       Exerciseof Option.  During the first yearthe Option is outstanding, it may not be exercised with respect to any of theShares covered hereby.  Thereafter,subject to the terms and conditions hereof, the Option may be exercised asfollows:

                    (a)      Fromand after 12 months from the Option Date, the Option may be exercised as to______ shares.

                    (b)      Fromand after 24 months from the Option Date, the Option may be exercised as to anadditional ______ shares.

                    (c)      Fromand after 36 months from the Option Date, the Option may be exercised as to anadditional ______ shares.

          5.       Change of Control. Upon a Changeof Control, each outstanding Stock Option shall become exercisable in full asto all of the shares covered thereby without regard to any installment exerciseor vesting provisions. For purposes of this Section 5, the term “Change ofControl” means any of the following:

                    (a)      any“person” (as such term is used in Sections 13(d) and 14 (d) of the SecuritiesExchange Act of 1934) becomes a “beneficial owner” (as defined in Rule 13d-3under the Exchange Act), directly or indirectly, of securities of the Companyrepresenting 50% or more of the combined voting power of the Company’s thenoutstanding securities; or

                    (b)      abusiness combination, following which shareholders of the Company do notcontinue to beneficially own at least 50% of the voting power of the resultingentity or the members of the Company’s Board of Directors prior to thetransaction do not constitute a majority of the resulting entity’s Board ofDirectors; or

                    (c)      aliquidation, dissolution, sale or transfer of all or substantially all of theassets of the Company, and immediately thereafter, there is no substantialcontinuity of ownership with respect to the Company and the entity to whichsuch assets have been transferred.

          The grant of an option pursuant to the Planshall not limit in any way the right or power of the Company to makeadjustments, reclassifications, reorganizations or changes of its capital orbusiness structure or to merge, exchange or consolidate or to dissolve,liquidate, sell or transfer all or any part of its business or assets.

          6.       Non-Transferability.  The Option shall not be transferableotherwise than by will or the laws of descent and distribution in accordancewith the provisions of this Agreement, and the Option may be exercised, duringthe lifetime of the Optionee, only by the Optionee.

          7.       Death,Disability or Retirement of Optionee. If the Optionee's employment with the Company shall terminate by reasonof death, Disability or Retirement (as those terms are defined in the Plan),the Option may be exercised (to the extent that the Optionee shall have been entitledto do so at the date of termination of employment by reason of death,Disability or Retirement) by the Optionee, legal representative, or, in thecase of death, by the person to whom the Option is transferred by will or theapplicable laws of descent and distribution at any time within ninety (90) daysafter the Optionee's termina­tion of employment, but in no event later than theexpiration of the term specified in Section 3 hereof.

          8.       Other Termination.  In the event the employment of the Optioneeshall be terminated for any reason other than death,  Disability or Retirement, any unexercised Option may be exercisedby the Optionee to the extent it was exercisable at such termination, but maynot be exercised after ninety (90) days of such termination or the expirationof the stated term of the option, whichever period is the shorter; provided,however, that in the event of termination for Cause (as that term is defined inthe Plan), such Option shall terminate immediately upon such termination ofemployment.  So long as the Optioneeshall continue to be an employee of the Company or one or more of itssubsidiaries, the Option shall not be affected by any change of duties orposition.  Nothing in this OptionAgreement shall confer upon the Optionee any right to continue in the employ ofthe Company or of any of its subsidiaries or interfere in any way with theright of the Company or any such subsidiary to terminate the employment of theOptionee at any time.

          9.       Methodof Exercising Option.  Subject tothe terms and conditions of this Option Agreement, the Option may be exercisedby written notice to the Secretary of the Company at the principal office ofthe Company.  Such notice shall statethe election to exercise the Option and the number of shares in respect ofwhich it is being exercised, and shall be signed by the person so exercisingthe Option.  Such notice shall beaccompanied by pay­ment of the full purchase price of such shares, whichpayment shall be made in cash or by check or bank draft payable to the Company,or, provided such form of payment does not result in a charge to earnings ofthe Company for financial accounting purposes, by delivery of shares of CommonStock of the Company with a fair market value equal to the purchase price or bya combination of cash and such shares, whose fair market value shall equal thepurchase price.  For purposes of thisparagraph, the "fair market value" of the Common Stock of the Companyshall be established in the manner set forth in the Plan.  In the event the Option shall be exer­cisedby any person other than the Optionee, such notice shall be accom­panied byappropriate proof of such right of such person to exercise the Option.

          10.     OptionPlan.  This Option is subject tocertain addi­tional terms and conditions set forth in the Plan pursuant towhich this Option has been issued.  Acopy of the Plan is on file with the Treasurer of the Company and by acceptancehere­of, Optionee agrees to and accepts this Option subject to the terms of thePlan.  Except as otherwise definedherein, defined terms used in this Agreement shall have the meaning ascribedthereto in the Plan.

          11.     Disputes.  As a condition of the granting of the Optionherein granted, the Optionee agrees, for the Optionee and the Optionee'spersonal representatives, that any dispute or disagree­ment which may ariseunder or as a result of or pursuant to this Agreement shall be determined bythe Compensation Committee of the Board of Directors of the Company, or theBoard if there is no such committee, in its sole discre­tion, and that anyinterpretation by said Committee of the terms of this Agreement shall be final,binding and conclusive.

          12.     BindingEffect.  This Agreement shall bebinding upon the heirs, executors, administrators and successors of the partieshereto.

          IN WITNESS WHEREOF, the Company and theOptionee have executed this Agreement as of the date and year first abovewritten.

 

|   | BIONEBRASKA, INC.                |
|--------|----------------------------------|
|   |                             |
|   | By                               |  |
|   | Thomas R. Coolidge               |
|   | Chairman of the Board and C.E.O. |
|   |                             |
|   |                                  |
|   | [Name of Optionee]               |