EX-10.15






Exhibit 10.15




GEOVAX, INC.

STOCK OPTION AGREEMENT




BETWEEN

GEOVAX, INC.

AND

HARRIET ROBINSON



(Non-Employee Directors, Consultants and Advisors)


THE TRANSFER OF THESE SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY OTHER APPLICABLE BLUE SKY LAWS, AND CANNOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS
SUCH SALE OR TRANSFER IS REGISTERED UNDER SUCH ACTS, OR EXEMPTIONS FROM SUCH REGISTRATION ARE AVAILABLE.




     THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of this 5th day
of February, 2004, by and between GeoVax, Inc., a Georgia corporation (the “Company”), and Harriet
Robinson (the “Optionee”).



     On December 20, 2002, the Board of Directors of the Company adopted a Stock Option and
Incentive Plan known as the Company’s “2002 Stock Option and Incentive Plan” (the “Plan”), and
recommended that the Plan be approved by the Company’s shareholders. On December 19, 2003, the
shareholders of the Company adopted and approved the Plan. The Committee has granted the Optionee
a stock option to purchase the number of shares of the Company’s common stock as set forth below,
and in consideration of the granting of that stock option the Optionee intends to remain in the
service of the Company as a non-employee director, consultant or advisor, as the case may be. The
Company and the Optionee desire to enter into a written agreement with respect to such option in
accordance with the Plan. Therefore, as an incentive and to encourage stock ownership, and also in
consideration of the mutual covenants contained herein, the parties hereto agree as follows.



     1. Incorporation of Plan. This option is granted pursuant to the provisions of the
Plan, and the terms and definitions of the Plan are incorporated into this Agreement by reference
and made a part of this Agreement. The Optionee acknowledges receipt of a copy of the Plan.



     2. Grant of Option. Subject to the terms, restrictions, limitations and conditions
stated in this Agreement, the Company hereby evidences its grant to the Optionee, not in lieu of
salary or other compensation, of the right and option (the “Option”) to purchase all or any part of
the number of shares of the Company’s Common Stock, no par value per share (the “Stock”), set forth
on Schedule A attached and incorporated into this Agreement by reference. The Option shall be
exercisable in the amounts and at the time(s) specified on Schedule A. The Option shall expire and
shall not be exercisable on the date specified on Schedule A or on such earlier date as determined
pursuant to Section 8, 9, or 10 of this Agreement. Schedule A states whether the Option is
intended to be an Incentive Stock Option.



 









 





     3. Purchase Price. The price per share to be paid by the Optionee for the shares
subject to this Option (the “Exercise Price”) shall be as specified on Schedule A, which price
shall be an amount not less than the Fair Market Value (or 110% of the Fair Market Value if
Optionee is a person described in Section 6.3(b) of the Plan) of a share of Stock as of the Date of
Grant (as defined in Section 11 below) if the Option is an Incentive Stock Option.



     4. Exercise Terms. The Optionee must exercise the Option for at least the lesser of
100 shares or the number of shares of Purchasable Stock as to which the Option remains unexercised.
If this Option is not exercised with respect to all or any part of the shares subject to this
Option prior to its expiration, the shares with respect to which this Option was not exercised
shall no longer be subject to this Option.



     5. Option Non-Transferable. No Option shall be transferable by an Optionee other than
by will or the laws of descent and distribution or, in the case of non-Incentive Stock Options,
pursuant to a Qualified Domestic Relations Order or as otherwise permitted pursuant to Section 6.9
of the Plan. During the lifetime of an Optionee, Options shall be exercisable only by such
Optionee (or by such Optionee’s guardian or legal representative, should one be appointed).



     6. Notice of Exercise of Option. This Option may be exercised by the Optionee, or by
the Optionee’s administrators, executors or personal representatives, by a written notice (in
substantially the form of the Notice of Exercise attached to this Agreement as Schedule B) signed
by the Optionee, or by such administrators, executors or personal representatives, and delivered or
mailed to the Company as specified in Section 15 below to the attention of the President, Chief
Executive Officer or such other officer as the President or Chief Executive Officer may designate.
Any such notice shall (a) specify the number of shares of Stock which the Optionee or the
Optionee’s administrators, executors or personal representatives, as the case may be, then elects
to purchase hereunder, (b) contain such information as may be reasonably required pursuant to
Section 12 below, and (c) be accompanied by (i) a certified or cashier’s check or, if acceptable to
the Committee, a recourse note payable to the Company in payment of the total Exercise Price
applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly
endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total
Exercise Price applicable to such shares purchased under this Agreement, or (iii) a certified or
cashier’s check or, if acceptable to the Committee, a recourse note payable to the Company,
accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of
the check or note equals the total Exercise Price applicable to the shares being purchased under
this Agreement. Upon receipt of any such notice and accompanying payment, and subject to the terms
hereof, the Company agrees to issue to the Optionee or the Optionee’s administrators, executors or
personal representatives, as the case may be, stock certificates for the number of shares specified
in such notice registered in the name of the person exercising this Option.



     7. Adjustment in Option. The number of Shares subject to this Option, the Exercise
Price and other matters are subject to adjustment during the term of this Option in accordance with
Section 5.2 of the Plan.



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     8. Termination of Service.



     (a) Except as otherwise specified in Schedule A to this Agreement, in the event of the
termination of the Optionee’s service to the Company or any of its Subsidiaries, other than a
termination that is either (i) for Cause, or (ii) voluntary on the part of the Optionee and without
written consent of the Company, the Optionee may exercise this Option at any time within three (3)
months after such termination to the extent of the number of shares which were Purchasable
hereunder at the date of such termination.



     (b) Except as specified in Schedule A attached hereto, in the event of a termination of the
Optionee’s service that is either (i) for Cause or (ii) voluntary on the part of the Optionee and
without the written consent of the Company, this Option, to the extent not previously exercised,
shall terminate immediately and shall not thereafter be or become exercisable.



     (c) Unless and to the extent otherwise provided in Schedule A hereto, in the event of the
retirement of the Optionee at or after the normal retirement date (for purposes of this Agreement,
age 60 unless determined otherwise by the Committee), the Optionee shall continue to have the right
to exercise any Options for shares which were Purchasable at the date of the Optionee’s retirement,
and such right shall continue for five years after the date of retirement. Notwithstanding the
foregoing, the Options will become void and unexercisable on the date which is three months after
the date of retirement unless on (or effective as of) the date of retirement the Optionee enters
into a noncompete agreement with the Company, which the Company must offer to the Optionee, and
continues to comply with such noncompete agreement for five years after the date of retirement.



     9. Continuance of Service. This Option does not confer upon the Optionee any right
with respect to continuance of service to the Company or by any of its Subsidiaries. This Option
shall not be affected by any change of service so long as the Optionee continues to serve the
Company or one of its Subsidiaries.



     10. Death of Optionee. Except as otherwise set forth in Schedule A with respect to
the rights of the Optionee upon termination of service under Section 8(a) above, in the event of
the Optionee’s death while in the service of the Company or any of its Subsidiaries or within three
months after a termination of such service (if such termination was neither (i) for Cause nor (ii)
voluntary on the part of the Optionee and without the written consent of the Company), the
appropriate persons described in Section 6 of this Agreement or persons to whom all or a portion of
this Option is transferred in accordance with Section 5 of this Agreement may exercise this Option
at any time within a period ending on the earlier of (a) the last day of the one year period
following the Optionee’s death or (b) the expiration date of this Option. If the Optionee was in
the service of the Company at the time of death, any unvested rights to acquire shares pursuant to
this Option shall immediately vest and this Option may be so exercised to the extent of the number
of shares that were Purchasable under this Agreement at the date of death. If the Optionee’s
service terminated prior to his or her death, this Option may be exercised only to the extent of
the number of shares covered by this Option which were Purchasable under this Agreement at the date
of such termination.



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     11. Date of Grant. This Option was granted by the Committee on the date set forth in
Schedule A (the “Date of Grant”).



     12. Compliance with Regulatory Matters. The Optionee acknowledges that the issuance
of capital stock of the Company is subject to limitations imposed by federal and state law, and the
Optionee hereby agrees that the Company shall not be obligated to issue any shares of Stock upon an
attempted exercise of this Option that would cause the Company to violate law or any rule,
regulation, order or consent decree of any regulatory authority (including without limitation the
SEC) having jurisdiction over the affairs of the Company. The Optionee agrees that he or she will
provide the Company with such information as is reasonably requested by the Company or its counsel
to determine whether the issuance of Stock complies with the provisions described by this Section
12.



     13. Restriction on Disposition of Shares. Unless the Company otherwise agrees in
writing, the shares purchased pursuant to the exercise of an Incentive Stock Option shall not be
transferred by the Optionee except pursuant to the Optionee’s will, or the laws of descent and
distribution, until such date which is the later of two years after the grant of such Incentive
Stock Option or one year after the transfer of the shares to the Optionee pursuant to the exercise
of such Incentive Stock Option.



     14. Termination as a Subsidiary of the Company. In the event that Optionee is in the
service of a Subsidiary of the Company and the Company or its Subsidiaries cease to own greater
than 50% of such Subsidiary, this Option shall terminate on the date the Company or its
Subsidiaries cease to own greater than 50% of such Subsidiary unless the Board or the Committee
determines otherwise.



     15. Miscellaneous.



     (a) This Agreement shall be binding upon the parties hereto and their representatives,
successors and assigns.



     (b) This Agreement is executed and delivered in, and shall be governed by the laws of, the
State of Georgia.



     (c) Any requests or notices to be given hereunder shall be deemed given, and any elections or
exercises to be made or accomplished shall be deemed made or accomplished, upon actual delivery
thereof to the designated recipient, or three days after deposit thereof in the United States mail,
registered, return receipt requested and postage prepaid, addressed, if to the Optionee, at
Optionee’s address shown in the Company’s records and, if to the Company, to the executive offices
of the Company at c/o EmTech, 1256 Briarcliff Road, Atlanta, Georgia 30306, or at such other
addresses that the parties provide to each other in accordance with the foregoing notice
requirements.



     (d) This Agreement may not be modified except in writing executed by each of the parties to
it.



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     IN WITNESS WHEREOF, the Committee has caused this Stock Option Agreement to be executed on
behalf of the Company, and the Optionee has executed this Stock Option Agreement, all as of the day
and year first above written.



	 	 	 	 	 	 	 
	GEOVAX, INC.	 	OPTIONEE
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	Name:

	 	Donald G. Hildebrand
	 	Name:
	 	Harriet Robinson
	Title:

	 	President	 	 	 	 






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SCHEDULE A

TO

STOCK OPTION AGREEMENT

BETWEEN

GEOVAX, INC.

AND




HARRIET ROBINSON



Dated: February 5, 2004




	1.	 	Number of Shares Subject to Option: 300,000 Shares.
	 
	2.	 	This Option (Check one) o is þ is not intended to be an Incentive Stock Option.
	 
	3.	 	Option Exercise Price: $1.20 per Share.
	 
	4.	 	Date of Grant: February 5, 2004
	 
	5.	 	Option Vesting Schedule and Expiration Date:






Check one:




	 	o	 	Options are exercisable with respect to all shares on or after the date hereof.
	 
	 	þ	 	Options are exercisable with respect to the number of shares indicated below on or after the date indicated next to the number of shares, and the Options expire as to that number of shares unless exercised on
or before the expiration date indicated next to the number of shares:





	 	 	 	 	 
	No. of Shares	 	Vesting Date	 	Expiration Date
	 
	 	 	 	 
	100,000
	 	February 5, 2004	 	February 5, 2009
	100,000
	 	February 5, 2005	 	February 5, 2010
	100,000
	 	February 5, 2006	 	February 5, 2011







	6.	 	Effect of Termination of Service of Optionee.
	 
	 	 	N/A





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SCHEDULE B

TO

STOCK OPTION AGREEMENT

BETWEEN

GEOVAX, INC.

AND

                                                            




Dated:                                        



NOTICE OF EXERCISE



     The undersigned hereby notifies GeoVax, Inc. (the “Company”) of this election to exercise the
undersigned’s stock option to purchase                      shares of the Company’s common stock, no par
value per share (the “Common Stock”), pursuant to the Stock Option Agreement (the “Agreement”)
between the undersigned and the Company dated                     ,         . Accompanying this Notice is (1)
a certified or a cashier’s check or, if acceptable to the Committee, a recourse note payable to the
Company, in the amount of $                     payable to the Company, and/or (2)                      shares
of the Company’s Common Stock presently owned by the undersigned and duly endorsed or accompanied
by stock transfer powers, having an aggregate Fair Market Value (as defined in the Company’s 2003
Stock Option and Incentive Plan (the “Plan”)) as of the date hereof of $                    , and/or (3)
authorization to withhold                      shares of Stock otherwise issuable upon exercise of the Option
having an aggregate Fair Market Value (as defined in the Plan) as of the date hereof of
$                    , with such shares of Stock that are withheld being credited against the Exercise
Price, such amounts of (1), (2) and (3) being equal, in the aggregate, to the purchase price per
share set forth in Section 3 of the Agreement multiplied by the number of shares being purchased
hereby (in each instance subject to appropriate adjustment pursuant to Section 5.2 of the Plan).



     IN WITNESS WHEREOF, the undersigned has set his hand and seal, this          day of
                    ,         .




	 	 	 	 	 	 	 
	 	 	OPTIONEE [OR OPTIONEE’S ADMINISTRATOR,
	 	 	EXECUTOR OR PERSONAL REPRESENTATIVE]
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 
	 	 	Position (if other than Optionee):	 	 
	 

	 	 	 	 	 	 





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Harriet Robinson is the only director or officer who has outstanding options granted under the 2002
Stock Option and Incentive Plan pursuant to the above form of agreement. The options granted to
her are as follows:




	 	 	 
	Per Share Exercise Price of Options	 	Number of Shares Subject to Options
	$0.04047
	 	8,895,630







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