exv10w14






Exhibit 10.14




GEOVAX, INC.

STOCK OPTION AGREEMENT

[Employees]



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 ___day
of                     , 20___, by and between GeoVax, Inc., a Georgia corporation (the “Company”), and
                     (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
employ of the Company. 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 employment 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.



     8. Termination of Employment.



     (a) Except as otherwise specified in Schedule A to this Agreement, in the event of the
termination of the Optionee’s employment with the Company or any of its Subsidiaries, other than a
termination that is either (i) for Cause, (ii) voluntary on the part of the Optionee and without
written consent of the Company, or (iii) for reasons of death or Permanent and Total Disability or
retirement, the Optionee may exercise this Option at any time within three (3)



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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 employment 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 the normal retirement date as prescribed from time to time by the
Company or any Subsidiary, 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. Notwithstanding the
foregoing, the Options will become void and unexercisable on the date which is three months after
the date of retirement unless, with respect to a non-Incentive Stock Option, on (or effective as
of) the date of retirement the Optionee enters into a noncompete agreement with the Company and
continues to comply with such noncompete agreement. This Option does not confer upon the Optionee
any right with respect to continuance of employment by the Company or by any of its Subsidiaries.
This Option shall not be affected by any change of employment so long as the Optionee continues to
be an employee of the Company or one of its Subsidiaries.



     9. Disabled Optionee. In the event of termination of employment because of the
Optionee’s Permanent and Total Disability, any unvested rights to acquire shares pursuant to this
Option shall immediately vest and the Optionee (or his or her personal representative) may exercise
this Option, within a period ending on the earlier of (a) the last day of the one year period
following the Optionee’s Permanent and Total Disability or (b) the expiration date of this Option,
in either case to the extent of the number of shares which were Purchasable under this Agreement at
the date of such termination.



     10. Death of Optionee. Except as otherwise set forth in Schedule A with respect to
the rights of the Optionee upon termination of employment under Section 8(a) above, in the event of
the Optionee’s death while employed by the Company or any of its Subsidiaries or within three
months after a termination of such employment (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 an
employee 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
employment 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
employed by 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 the
address set forth below, 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:	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	President
	 	 	 	Address:	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 	 	 






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SCHEDULE A

TO

STOCK OPTION AGREEMENT

BETWEEN

GEOVAX, INC.

AND

                                        




Dated:                      ___, 20__





	1.	 	Number of Shares Subject to Option:                     
	 
	2.	 	This Option (Check one) o is o is not an Incentive Stock
Option.
	 
	3.	 	Option Exercise Price: $      per Share.
	 
	4.	 	Date of Grant:                      ___, 20___
	 
	5.	 	Option Vesting Schedule:






	 	 	 	Check one:






	 	o	 	Options are exercisable with respect to all shares on or
after the date hereof.
	 
	 	o	 	Options are exercisable with respect to the number of shares
indicated below on or after the date indicated next to the number of shares:





	 	 	 
	No. of Shares	 	Vesting Date
	 
	 	 






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	6.	 	Option Exercise Period:






	 	 	 	Check One:






	 	o	 	All options expire and are void unless exercised on or
before                      ___, 20___.
	 
	 	o	 	Options expire and are void unless exercised on or before
the date indicated next to the number of shares:





	 	 	 
	No. of Shares	 	Expiration Date
	N/A
	 	N/A







	7.	 	Effect of Termination of Employment of Optionee.





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SCHEDULE B

TO

STOCK OPTION AGREEMENT

BETWEEN

GEOVAX, INC.

AND

                                        




Dated:                      ___, 20__




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 2002 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):	 	 
	 

	 	 	 	 	 	 






 









 




Donald G. Hildebrand 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 him are as follows:




	 	 	 
	Per Share Exercise Price of Options	 	Number of Shares Subject to Options
	$0.04452
	 	17,791,260