ex108.htm


    Exhibit
10.8

    


    


    VERUTEK
TECHNOLOGIES, INC. 2008 STOCK INCENTIVE PLAN

    (THE
“PLAN”)

    STOCK
OPTION GRANT AGREEMENT

    


    


    This Grant Agreement (the “Agreement”)
is entered into by and between VeruTEK Technologies, Inc., a Nevada corporation
(the “Company” or “VeruTEK”), and _____________________ (“Grantee”) effective as
of __________(the “Grant Date”).

    


    


    1.           GRANT OF
OPTION

    


    Subject to the provisions of this
Agreement, and pursuant to the provisions of the Plan, the Company hereby grants
to Grantee, as of the Grant Date, an option (the “Option”) of such type, to
purchase such number of shares of Stock (the “Shares”), and at such exercise
price per Share (the “Option Price”) as are stated in the Stock Option Overview
below.  The Option terminates on the earlier of (a) its
lapse and termination under Section 6 “Termination of Option” or (b) the end of
the Option Term stated in the Stock Option Overview.

     

    
      
        	

                STOCK
      OPTION OVERVIEW

                


                Type
      of Option: Nonqualified

                


                Number
      of Shares Subject to the Option:  __________

                


                Option
      Price:  ________________ ($____) per Share

                


                End
      of Option
Term:  _____________

              


      

    

     

    2.           DEFINITIONS

    


    Under
this Agreement, except where the context otherwise indicates, the following
definitions apply:

    


    


    
      	
              (a)  

            	
              “Agreement” means this
      Stock Option Grant Agreement and shall include the applicable provisions
      of the Plan, which is hereby incorporated into and made a part of this
      Agreement.

            


    

    


    
      	
              (b)  

            	
              “Grant Date” means
      ____________.

            


    

     

    
      
        
        

      

      
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              (c)  

            	
              “Disabled” or “Disability” means being
      disabled within the meaning of Section 22(e)(3) of the
    Code.

            


    

    


    
      	
              (d)  

            	
              “Option” means the stock
      option to purchase shares of Stock pursuant to the terms and conditions of
      this Agreement.

            


    

    


    
      	
              (e)  

            	
              “Option Price” means the
      purchase price per share of Stock under this
  Agreement.

            


    

    


    
      	
              (f)  

            	
              “Plan” means the VeruTEK
      Technologies, Inc. 2008 Stock Incentive Plan, as amended from time to
      time.

            


    

    


    
      	
              (g)  

            	
              “Retirement” means the
      cessation from serving as a director of the Board upon the expiration of a
      term of office.

            


    

    


    
      	
              (h)  

            	
              “Shares”  means
      the shares of Stock subject to the
Option.

            


    

    


    Any
capitalized term used herein that is not expressly defined in this Agreement
shall have the meaning that such term has under the Plan unless otherwise
provided herein.

    


    3.           VESTING

    


    (a)         Regular
Vesting Schedule.

    


    The Options shall become vested and
exercisable with respect to:

    


    (A)           [INSERT
VESTING SCHEDULE];

    


    provided Grantee has continuously
served as a director on the Board from the Grant Date through any such vesting
date.

    


    (b)         Vesting
Upon Change in Control, Disability, Retirement or
Death.  Notwithstanding subsection (a) above, upon (i) the
occurrence of a Change in Control while the Grantee is serving as a director on
the Board or (ii) cessation of Grantee’s service as a director on the Board due
to Retirement, Disability or death, 100% of the Shares subject to the Option
shall be vested and exercisable.

     

    
      
        
        

      

      
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    4.           EXERCISE OF
OPTION

    


    (a)         Exercisability
of Option.  No portion of the Option granted to Grantee shall
be exercisable by Grantee prior to the time such portion of the Option has
vested.

    


    (b)         Manner of
Exercise.  The vested portion of the Option may be exercised,
in whole or in part, on or before the earlier of (i) its lapse and termination
under Section 6 or (2) the end of the Option Term stated in the Stock Option
Overview, by delivering the Stock Option Exercise Form attached to this
Agreement to the Committee or its designee or such other form as the Committee
may require from time to time.  Such notice shall specify the number
of Shares Grantee then desires to purchase and the manner of payment of the
Option Price.  The Option may be exercised only in multiples of whole
Shares and no partial Shares shall be issued.

     

    (c)         Manner of
Payment of Option Price.  Unless the Committee in its sole
discretion allows payment by another means, the Option Price may be paid by any
of the following means:

    


    (i)           by
a check payable to the order of the Company for an amount in U.S. dollars equal
to the Option Price of such Shares;

    


    (ii)           by
transfer of shares of Stock having an aggregate Fair Market Value equal to such
Option Price which have been held by Grantee for at least six (6) months and are
not then subject to restrictions under any Company plan, or a combination of
cash and such shares;

    


    (iii)           by
a broker-assisted “cashless exercise” procedure, as permitted under Federal
Reserve Board’s Regulation T, subject to securities law restrictions;
or

    


    (iv)           by
such other means as the Committee in its sole discretion shall
permit.

    


    5.           ISSUANCE
OF SHARES

    


    (a)         No Rights
of Shareholder.  Within thirty
(30) days of the
receipt by the Company of the Stock Option Exercise Form and the payment of the
Option Price for the portion of the Shares as to which the Option is being
exercised, and the applicable tax withholding, the Company shall issue
certificates for the Stock purchased pursuant to this
Agreement.  Grantee shall not have any of the rights of a shareholder
with respect to the Shares that may be issued upon the exercise of the Option
until such Shares have been issued to him or her upon the due exercise of the
Option.

    


    (b)         Transfer
Restrictions as to Shares.  Transfer of the
Stock purchased under the Option shall be subject to the Company’s trading
policies and any applicable securities laws or regulations governing
transferability of shares of the Company.

    


    (c)         Securities
Regulations.  No shares of
Stock shall be issued hereunder until the Company has received all necessary
stockholder and regulatory approvals and has taken all necessary steps and has
exercised all reasonable due diligence to assure compliance with federal and
state securities laws or has determined to its satisfaction and the satisfaction
of its counsel that an exemption from the requirements of the federal and
applicable state securities laws are available. To the extent applicable,
transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 under the U. S. Securities and Exchange Act of 1934.
Any ambiguities or inconsistencies in the construction of this Agreement or the
Plan shall be interpreted to give effect to such intention. However, to the
extent any provision of the Plan or action by the Committee fails to so comply,
it shall be deemed null and void to the extent permitted by law and deemed
advisable by the Committee in its discretion.

     

    
      
        
        

      

      
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    (d)         Fractional
Shares.  No fractional
shares or scrip representing fractional shares of Stock shall be issued pursuant
to this Agreement. If, upon the issuance of shares of Stock under this
Agreement, Grantee would be entitled to a fractional share of Stock, the number
of shares to which Grantee is entitled shall be rounded down to the next higher
whole number.

    


    (e)         Beneficiary

    


    (i)           Grantee
may, from time to time, designate a beneficiary or beneficiaries (who may be
named contingently or successively) to whom any benefit under this Agreement is
to be paid in case of Grantee’s death before Grantee has received all benefits
to which Grantee would have been entitled under this Agreement. Each designation
of beneficiary shall revoke all prior designations by the Grantee, shall be in a
form prescribed by the Committee, and will be effective only when received in
writing by the Committee. The last valid beneficiary designation received shall
be controlling; provided, however, that no beneficiary designation, or change or
revocation thereof, shall be effective unless received prior to the Grantee’s
death.  Attached to this Agreement is the prescribed Beneficiary
Designation Form.

    


    (ii)           If
no valid and effective beneficiary designation exists at the time of the
Grantee’s death, or if no designated beneficiary survives the Grantee, or if the
Grantee’s beneficiary designation is invalid under applicable law, any benefit
payable hereunder shall be made to the Grantee’s surviving spouse, if any, or if
there is no such surviving spouse, to the executor or administrator of Grantee’s
estate. If the Committee is in doubt as to the right of any person to receive
payment of any benefit hereunder, the Committee may direct that the amount of
such benefit be paid into a court of competent jurisdiction in an interpleader
action, and such payment into court shall fully and completely discharge any
liability or obligation of the Plan, VeruTEK, the Committee, or the Board of
Directors of VeruTEK under this Agreement.

    


    


    6.           TERMINATION OF
OPTION

    


    The Option shall lapse and terminate
and may no longer be exercised, after any of the following:

    


    (a)           the
end of the Option Term;

     

    (b)           as
to the vested portion of the Option, the first anniversary of the date of
cessation of service as a director of the Board of VeruTEK for any
reason;

    


    (c)           as
to the unvested portion of the Option, the date of cessation of service as a
director of the Board of VeruTEK for any reason other than death, Disability or
Retirement; or

    


    (d)           the
date VeruTEK is placed under the jurisdiction of a bankruptcy court or is
dissolved or liquidated.

     

    
      
        
        

      

      
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    7.           MISCELLANEOUS

    


    (a)          No
Restriction on Company Authority.  The award of the
Option to Grantee shall not affect in any way the right or power of VeruTEK or
its stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in VeruTEK’s capital structure or its business,
or any merger or consolidation of VeruTEK, or any issue of bonds, debentures,
preferred or prior preference stock ahead of or affecting the Stock or the
rights thereof, or the dissolution or liquidation of VeruTEK, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

    


    (b)         Adjustment
of Option.  If VeruTEK shall effect a subdivision or
consolidation of shares or other capital readjustment, the payment of a stock
dividend, or other increase or reduction of the number of shares of the Stock
outstanding, without receiving compensation therefore in money, services or
property, the number, class, and per share price of shares of stock subject to
this Option shall be appropriately adjusted in such a manner as to entitle the
Grantee to receive upon the exercise of this Option, for the same aggregate
consideration, the same total number of shares that the owner of an equal number
of outstanding shares of the Stock would own as a result of the event requiring
the adjustment.

    


    (c)          No
Adjustment Otherwise.  Except as hereinbefore expressly
provided, the issue by VeruTEK of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property, or for
labor or services, either upon direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
VeruTEK convertible into such shares or other securities, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number of
shares of Stock then subject to this Option.

    


    (d)         Transferability
of Option.  Except as otherwise permitted by the Committee, the
Option shall be nontransferable otherwise than by will or the laws of descent
and distribution and, during the lifetime of Grantee, the Option may be
exercised only by Grantee or, during the period Grantee is under a Disability,
by Grantee’s guardian or legal representative.

    


    (e)          Withholding
of Taxes.  The Company or any Affiliate of the Company shall
have the right to deduct from any cash compensation or any other cash payment of
any kind due Grantee the amount of any federal, state or local taxes required by
law to be withheld as the result of the exercise of the Option or the sale of
Shares issued thereunder.  In lieu of such deduction, the Committee
may require Grantee to make a cash payment to the Company or any Affiliate of
the Company equal to the amount required to be withheld.

    


    (f)           Impact on
Other Benefits.  Any income
resulting from the grant or exercise of the Option or the sale of the shares of
Stock acquired thereunder shall not be includable as compensation or earnings
for purposes of any other benefit plan offered by the Company

     

    
      
        
        

      

      
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    (g)          Right to
Continued Employment.  Nothing in the
Plan or this Agreement shall be construed as a contract of employment between
the Company or any Affiliate of the Company and the Grantee, or as a contractual
right of the Grantee to continue in the employ of the Company or any Affiliate
of the Company, or as a limitation of the right of the Company or any Affiliate
of the Company to discharge the Grantee at any time.

    


    (h)          Governing
Law.  This Agreement
shall be construed and enforced in accordance with and governed by the laws of
the State of Nevada (without regard to its choice of law rules).

    


    (i)           Arbitration.  Any
dispute between the parties hereto arising under or relating to this Agreement
shall be resolved in accordance with the procedures of the American Arbitration
Association.  Any resulting hearing shall be held in the Hartford, CT
metropolitan area.  The resolution of any dispute achieved through
such arbitration shall be binding and enforceable by a court of competent
jurisdiction

    


    (j)           Successors.  This Agreement
shall be binding upon and inure to the benefit of the successors, assigns and
heirs of the respective parties.

    


    (k)          Headings.  The
headings in the Agreement are for reference purposes only and shall not affect
the meaning or interpretation of the Agreement.

    


    (l)           Notices.  All
notices and other communications made or given pursuant to the Agreement shall
be in writing and shall be sufficiently made or given if hand delivered or
mailed by first class or certified mail, addressed to Grantee at the address
contained in the records of the Company, or addressed to the Committee, care of
the Company for the attention of its Secretary at its principal office or, if
the receiving party consents in advance, transmitted and received via telecopy
or via such other electronic transmission mechanism as may be available to the
parties.

    


    (m)         Entire
Agreement; Modification.  The Agreement contains the entire
agreement between the parties with respect to the subject matter contained
herein and may not be modified, except as provided in the Plan or in a written
document signed by each of the parties hereto.

    


    (n)         Conformity
with Plan.  This Agreement is intended to conform in all
respects with, and is subject to all applicable provisions of, the Plan, which
is incorporated herein by reference.  Unless stated otherwise herein,
capitalized terms in this Agreement shall have the same meaning as defined in
the Plan.  Inconsistencies between this Agreement and the Plan shall
be resolved in accordance with the terms of the Plan.  In the event of
any ambiguity in the Agreement or any matters as to which the Agreement is
silent, the Plan shall govern, including, without limitation, the provisions
thereof pursuant to which the Committee has the power, among others, to (i)
interpret the Plan and Grant Agreements related thereto, (ii) prescribe, amend
and rescind rules and regulations relating to the Plan, and (iii) make all other
determinations deemed necessary or advisable for the administration of the
Plan.  The Grantee acknowledges by signing this Agreement that he or
she has received and reviewed a copy of the Plan.

    


    (o)         Counterparts.  This
Agreement may be executed simultaneously in one or more counterparts, each of
which shall be deemed to be an original, and all of which together shall
constitute one and the same instrument

    


    
      
         


      

      
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    IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed by its duly authorized officer,
and the Grantee has hereunto set his or her hand, on this  ___ day of
____________, ____.

     

    
      
        
          
            
              
                	 	VERUTEK
      TECHNOLOGIES, INC.	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	 	 	 
	 	Title	 	 
	 	 	 	 
	 	 	 	 
	 	 	Grantee	 


              

            

          

        

      

    

    


    
      
        
        

      

      
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    VERUTEK
TECHNOLOGIES, INC. 2008 STOCK INCENTIVE PLAN (THE “PLAN”)

    STOCK
OPTION EXERCISE FORM

    


    


    VeruTEK
Technologies, Inc.

    65 West
Dudley Town Road, Suite 100

    Bloomfield,
CT   06002

    Attn:  Stock
Plan Administrator

    


    Gentlemen:

    


    1.           Exercise of Stock
Option.  I hereby exercise the Nonqualified Stock Option (the
“Stock Option”) granted to me on _______________, by VeruTEK Technologies, Inc.
(the “Company”), subject to all the terms and provisions thereof and of the
Plan, and notify you of my desire to purchase ____________ shares (the “Shares”)
of Stock of the Company at a price of $____ per share pursuant to the exercise
of said Stock Option.

    


    2.           Tax
Consequences.  I am not relying upon the Company for any tax
advice in connection with this option exercise, but rather am relying on my own
personal tax advisors in connection with the exercise of the Stock Option and
any subsequent disposition of the Shares.

    


    3.           Tax
Withholding.  I understand that if my stock option is a
Nonqualified stock option, I must submit within five (5) days of receipt of a
request from the Company, or within such other time as stated in the request, an
amount in cash or cash equivalents sufficient to satisfy any federal, state or
local tax withholding applicable to this Stock Option exercise, in addition to
the purchase price enclosed, or make such other arrangements for such tax
withholding that are satisfactory to the Company, in its sole discretion, in
order for this exercise to be effective.  I understand no shares will
be issued to me until I remit such amounts to, or make such arrangements with,
the Company.

    


    Total
Amount Enclosed:  $__________

     

    
      
         

        
          
            
              
                
                  
                    	
                            Date:________________________  

                          	 
      	 
      
	 
      	
                            (Optionee)

                          	 
      
	 
      	 
      	 
      	 
      
	 
      	
                            Received
      by VeruTEK Technologies, Inc.

                          	 
      
	 
      	 
      	 
      	 
      
	 
      	On:_________________________,
      20___	 
      
	 
      	 
      	 
      	 
      
	 
      	By:
      	 
      	 
      


                  

                

              

            

          

        

        


      

    

    
 

     

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