**Exhibit 10.2**

 

**NEITHER THE SECURITIES REPRESENTED BY THIS AGREEMENT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THESECURITIES ACT OF 1933 (THE “1933 ACT”) OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SECURITIES REPRESENTED HEREBY MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED NOR MAY THE SHARES BE ISSUED UPON EXERCISE UNLESS SUCHSECURITIES AND SHARES ARE REGISTERED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH SALE, TRANSFER, PLEDGE OR ISSUANCE IS EXEMPT FROM REGISTRATION.**

 

**UTEK CORPORATION**

 

**INCENTIVE STOCK OPTION AGREEMENT**

 

**THIS INCENTIVE STOCK OPTION AGREEMENT** (the “Agreement”), ismade as of the              day of              by and between UTEK Corporation, a Delaware corporation (the“Company”), and                                             (“Optionee”). 

 

**R E C IT A L**

 

Pursuant to the 1999 Stock Option Plan (the“Plan”) of the Company, the Board of Directors of the Company or a committee to which administration of the Plan is delegated by the Board of Directors (in either case, the “Administrator”) has authorized the granting to Optioneeof an incentive stock option to purchase the number of shares of Common Stock of the Company specified in Paragraph 1 hereof, at the price specified therein, such option to be for the term and upon the terms and conditions hereinafter stated.

 

**A G R E E M E N T**

 

**NOW, THEREFORE**, in consideration of the promises and of theundertakings of the parties hereto contained herein, it is hereby agreed: 

 

1. Number of Shares; Option Price. Pursuant to said action of the Administrator, the Company hereby grants to Optionee the option (“Option”) to purchase, upon and subject to the terms and conditionsof the Plan,              shares of Common Stock of the Company (“Shares”) at the closing price on the issuance/grant date of this Agreement per share, which was$             (“Exercise Price”). 

 

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2. Term. This Option shall become exercisable on the effective date of the offering and shallexpire on the day before the fifth (5th) anniversary of the date this option becomes exercisable (the“Expiration Date”) unless such Option shall have been terminated prior to that date in accordance with the provisions of the Plan or this Agreement. The term “Affiliate” as used herein shall have the meaning as set forth in thePlan. 

 

3. Shares Subject to Exercise. Shares subject toexercise shall be 25% of such Shares on and after the date hereof, 50% of such Shares on and after the first anniversary of the date hereof, 75% of such Shares on and after the second anniversary of the date hereof and 100% of such Shares on andafter the third anniversary of the date hereof. All Shares shall thereafter remain subject to exercise for the term specified in Section 2 hereof. Notwithstanding any provision to the contrary, if Optionee’s employment or other Agreement isterminated (i) by the Company the vesting of all Shares shall be prorated and this Option shall become exercisable with respect to those shares that have vested, as provided in Section 6 hereof. In the event of either (i) above, Optionee’s soleremedy under this Agreement shall be the right to purchase the Shares as provided in this Agreement. 

 

4. Method and Time of Exercise. The Option may be exercised in whole or in part, by written notice delivered to the Company at its principalexecutive office stating the number of shares with respect to which the Option is being exercised, together with this option and a check or money order made payable to the Company in the amount of the exercise price and any withholding tax, asprovided under Paragraph 5 hereof. 

 

Upon exercise by Optioneeof less than all of this Option prior to the Expiration Date, the Company shall issue a like Option for the number of Shares then remaining issuable upon exercise of this Option. Not less than 100 shares may be purchased at any one time unless thenumber purchased is the total number purchasable under such Option at the time. Only whole shares may be purchased. 

 

5. Tax Withholding. In the event that this Option shall lose its qualification as an incentive stock option, as a condition to exercise of thisOption, the Company may require Optionee to pay over to the Company all applicable federal, state and local taxes which the Company is required to withhold with respect to the exercise of this Option. 

 

6. Exercise on Termination of Employment. If for any reason other thandeath or permanent and total disability, Optionee ceases to be employed by the Company or any of its Affiliates (such event being called a “Termination”), this Option (to the extent then exercisable) may be exercised in whole or in part atany time within three months of the date of such Termination, but in no event after the Expiration Date; provided, however, that if such exercise of this Option would result in liability for Optionee under Section 16(b) of the Securities ExchangeAct of 1934, then such three-month period automatically shall be extended until the tenth day following the last date upon which Optionee has any liability under Section 16(b), but in no event after the Expiration Date. If Optionee dies or becomespermanently and totally disabled (as 

 

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defined in the Plan) while employed by the Company or an Affiliate or within the period that this Option remainsexercisable after Termination, this Option (to the extent then exercisable) may be exercised, in whole or in part, by Optionee, by Optionee’s personal representative or by the person to whom this Option is transferred by devise or the laws ofdescent and distribution, at any time within six months after the death or six months after the permanent and total disability of Optionee, but in no event after the Expiration Date. In the event this Option is treated as a nonqualified stockoption, then and to that extent, “employment” would include service as a director or as a consultant. For purposes of this Paragraph 6, Optionee’s employment shall not be deemed to terminate by reason of sick leave, military leave orother leave of absence approved by the Administrator, if the period of any such leave does not exceed 90 days or, if longer, if Optionee’s right to reemployment by the Company or any Affiliate is guaranteed either contractually or by statute.

 

7. Nontransferability. This Option may not be assignedor transferred except by will, qualified domestic relations order or by the laws of descent and distribution, and may be exercised only by Optionee during his lifetime and after his death, by his personal representative or by the person entitledthereto under his will or the laws of intestate succession. 

 

8.Optionee Not a Shareholder. Optionee shall have no rights as a shareholder with respect to the Common Stock of the Company covered by this Option until the date of issuance of a stock certificate or stock certificates to him upon exercise ofthis Option. No adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued. 

 

9. No Right to Employment. Nothing in the Option granted hereby shall interfere with or limit in any way the right ofthe Company or of any of its Affiliates to terminate Optionee’s employment or consulting at any time, nor confer upon Optionee any right to continue in the employ of, or consult with, the Company or any of its Affiliates. 

 

10. Modification and Termination. The rights of Optionee are subjectto modification and termination in certain events as provided in Sections 3.8 and 3.15 of the Plan. 

 

11. Restrictions on Sale of Shares. Optionee represents and agrees that, upon his exercise of this Option, in whole or in part, unless there is ineffect at that time under the Securities Act of 1933 a registration statement relating to the Shares issued to him, he will acquire the Shares issuable upon exercise of this Option for the purpose of investment and not with a view to their resale orfurther distribution, and that upon each exercise thereof he shall furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. Optionee agrees that any certificates issued upon exercise of thisOption may bear a legend indicating that their transferability is restricted in accordance with applicable state or federal securities law. Any person or persons entitled to exercise this Option under the provisions of Paragraphs 5 and 6 hereof

 

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shall, upon each exercise of this Option under circumstances in which Optionee would be required to furnish such awritten statement, also furnish to the Company a written statement to the same effect, satisfactory to the Company in form and substance. 

 

12. Plan Governs. This Agreement and the Option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by andsubject to the express terms and provisions of the Plan, as it may be construed by the Administrator. It is intended that this Option shall qualify as an incentive stock option as defined by Section 422 of the Internal Revenue Code of 1986, asamended (the “Code”), and this Agreement shall be construed in a manner which will enable this Option to be so qualified. Optionee hereby acknowledges receipt of a copy of the Plan. 

 

13. Notices. All notices to the Company shall be addressed to theChief Financial Officer at the principal executive office of the Company, and all notices to Optionee shall be addressed to Optionee at the address of Optionee on file with the Company or its subsidiary, or to such other address as either maydesignate to the other in writing. A notice shall be deemed to be duly given if and when enclosed in a properly addressed sealed envelope deposited, postage prepaid, with the United States Postal Service. In lieu of giving notice by mail asaforesaid, written notices under this Agreement may be given by personal delivery to Optionee or to the Chief Financial Officer (as the case may be). 

 

14. Sale or Other Disposition. Optionee understands that, under current law, beneficial tax treatment resulting from the exercise of this Optionwill be available only if certain requirements of the Code are satisfied, including without limitation, the requirement that no disposition of Shares acquired pursuant to exercise of this Option be made within two years from the grant date or withinone year after the transfer of Shares to him or her. If Optionee at any time contemplates the disposition (whether by sale, gift, exchange, or other form of transfer) of any such Shares, he or she will first notify the Company in writing of suchproposed disposition and cooperate with the Company in complying with all applicable requirements of law, which, in the judgment of the Company, must be satisfied prior to such disposition. In addition to the foregoing, Optionee hereby agrees thatbefore Optionee disposes (whether by sale, exchange, gift, or otherwise) of any Shares acquired by exercise of this Option within two years of the grant date or within one year after the transfer of such Shares to Optionee upon exercise of thisOption, Optionee shall promptly notify the Company in writing of the date and terms of the proposed disposition and shall provide such other information regarding the Option as the Company may reasonably require immediately before such disposition.Said written notice shall state the date of such proposed disposition, and the type and amount of the consideration to be received for such Shares by Optionee in connection therewith. In the event of any such disposition, the Company shall have theright to require Optionee to immediately pay the Company the amount of taxes (if any) which the Company is required to withhold under federal and/or state law as a result of the granting or exercise of the Option and the disposition of the Shares.

 

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15. 40 Act Compliance. Notwithstanding the foregoing, for as long as the Company is a registeredbusiness development company under the Investment Company Act of 1940, as amended (1940) this option shall comply with the provisions of the 1940 Act, and any provision of this Agreement not in compliance with the 1940 Act will be considered nulland void. 

 

IN WITNESS WHEREOF, the parties hereto have executedthis Agreement as of the date and year first above written. 

 
UTEK CORPORATIONBy: 
 
  Carole R. Wright, CPA  Chief Financial Officer
 

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