EXHIBIT 10.2


 


ACCELERATE DIAGNOSTICS, INC. 


2012 OMNIBUS EQUITY INCENTIVE PLAN


NOTICE OF GRANT OF NONQUALIFIED STOCK
OPTIONS


 


This Nonqualified
Stock Option Agreement consists of this Notice of Grant of Nonqualified Stock Options (the “Grant Notice”) and
the Nonqualified Stock Option Award Agreement immediately following. The Nonqualified Stock Option Agreement sets forth the specific
terms and conditions governing Nonqualified Stock Option Awards under the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive
Plan (the “Plan”). All of the terms of the Plan are incorporated herein by reference.


 


	Name of Optionee:	 	Jack Phillips
	 	 	 
	Total No. of shares of Stock subject to the Option:	 	1,249,917
	 	 	 
	Date of Grant:	 	August 6, 2019
	 	 	 
	Expiration Date:	 	August 6, 2029
	 	 	 
	Exercise Price:	 	$17.00
	 	 	 
	Vesting Schedule:	 	Subject to Grantee’s continued employment: forty percent (40%) of the shares of Stock subject to the Option shall vest and become exercisable on the second anniversary of the Date of Grant. The remaining sixty percent (60%) of the shares of Stock subject to the Option shall vest and become exercisable in equal monthly installments, on the same numbered day, over the next thirty-six (36) months thereafter with the first installment vesting on the last day of the first month following the second anniversary of the Date of Grant. 


 


by
ACCEPTING this NONQUALIFIED stock option AGREEMENT (WHETHER THROUGH ELECTRONIC SIGNATURE OR OTHER MEANS), optionee accepts participation
in the plan, acknowledges that he or she has read and understands the provisions of this grant NOTICE and the plan, and agrees
that this grant NOTICE, the award agreement AND THE pLAN shall govern the terms and conditions of thIS AWARD.


 


IN WITNESS WHEREOF,
the Company has duly executed this Nonqualified Stock Option Agreement, and this Nonqualified Stock Option Agreement shall be effective
as of the Date of Grant set forth above.


 


	 	ACCELERATE DIAGNOSTICS, INC.
	 	 
	 	By:	/s/ Steven Reichling
	 	 
	 	Print Name: Steven Reichling
	 	 
	 	Its:  Chief Financial Officer 


 




    	 	 	 



     


    

 


NONQUALIFIED STOCK OPTION AWARD AGREEMENT


UNDER THE ACCELERATE DIAGNOSTICS, INC.



2012 OMNIBUS EQUITY INCENTIVE PLAN


 


This Nonqualified Stock
Option Award Agreement (this “Agreement”) is between Accelerate Diagnostics, Inc. (f/k/a Accelr8 Technology
Corporation), a Delaware corporation (the “Company”) and the individual (the “Optionee”)
identified in the Notice of Grant of Nonqualified Stock Options (the “Grant Notice”), and is effective as of
the date of grant referenced in the Grant Notice (the “Date of Grant”). This Agreement supplements the Grant
Notice to which it is attached, and, together, with the Grant Notice, constitutes the “Nonqualified Stock Option Agreement”
referenced in the Grant Notice.


 


RECITALS


 


A.           The
Board of Directors of the Company (the “Board”) has adopted and the shareholders have approved the Accelerate
Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan (the “Plan”) to promote the success an enhance the value
of the Company by linking the personal interests of the Plan’s participants to those of the Company’s shareholders
by providing such individuals with an incentive for outstanding performance.


 


B.           The
Compensation Committee of the Board (or its designee) has approved this grant of Nonqualified Stock Options to Optionee pursuant
to Section 7.1 of the Plan.


 


C.           To
the extent not specifically defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set
forth in the Plan.


 


D.           In
consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Optionee agree as follows:


 


AGREEMENT


 


1.           Grant
of Option. Subject to the terms of this Agreement and Section 7.1 of the Plan, the Company grants to Optionee the
right and option to purchase from the Company all or any part of the aggregate number of shares of Stock specified in the Grant
Notice (“Option”). The Option granted under this Agreement is not intended to be an “Incentive
Stock Option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).


 


2.           Exercise
Price. The exercise price under this Agreement is the exercise price per share of Stock specified in the Grant Notice,
as determined by the Committee, which shall not be less than the Fair Market Value of a share of Stock on the Date of Grant.


 


3.           Vesting
of Option. The Option shall vest and become exercisable according to the vesting schedule set forth in the Grant Notice,
provided, that all of the shares of Stock subject to the Option shall fully vest upon the closing of a transaction that result
in a Change of Control.


 


4.           Exercise
of Option. This Option may be exercised in whole or in part at any time after it vests in accordance with Section 3
and before the Option expires by delivery of a written notice of exercise (under Section 5 below) and payment of the exercise
price. The exercise price may be paid in cash, or shares of Stock held for longer than six months (through actual tender or by
attestation), or such other method permitted by the Committee (including broker-assisted “cashless exercise” arrangements)
and communicated to the Optionee before the date the Optionee exercises the Option.


 




    	 	 	 



     


    

  


5.           Method
of Exercising Option. Subject to the terms of this Agreement, the Option may be exercised by timely delivery to the Company
of written (or electronic) notice, which notice shall be effective on the date received by the Company. The notice shall state
the Optionee’s election to exercise the Option and the number of underlying shares in respect of which an election to exercise
has been made. Such notice shall be signed (including by electronic signature) by the Optionee, or if the Option is exercised by
a person or persons other than the Optionee because of the Optionee’s death, such notice must be signed (including by electronic
signature) by such other person or persons and shall be accompanied by proof acceptable to the Committee of the legal right of
such person or persons to exercise the Option.


 


6.           Term
of Option. The Option granted under this Agreement expires, unless sooner terminated, ten (10) years from the Date of Grant,
through and including the normal close of business of the Company on the tenth (10th) anniversary of the Date of Grant
(the “Expiration Date”).


 


7.           Termination
of Employment (or Service). 


 


(a)          If
the Optionee terminates employment (or service) for any reason other than death or Disability, the Option shall lapse on the earlier
of: (i) the Expiration Date; or (ii) ninety (90) days after the date the Optionee terminates employment (or service). The Option
may be exercised following the Optionee’s termination of employment (or service) only if the Option was exercisable by Optionee
immediately prior to his or her termination of employment (or service). In no event shall the Option be exercisable after the Expiration
Date.


 


(b)          If
the Optionee terminates employment (or service) by reason of death or Disability, the Option shall lapse on the earlier of: (i)
the Expiration Date; or (ii) twelve (12) months after the date the Optionee terminates employment (or service) due to death or
Disability. The Option may be exercised following the death or Disability of Optionee only if the Option was exercisable by Optionee
immediately prior to his or her death or Disability. In no event shall the Option be exercisable after the Expiration Date.


 


8.           Withholding.
As described in Section 16.3 of the Plan, the Company shall have the right to deduct or withhold, or to require the Optionee
to remit to the Company, the minimum amount necessary to satisfy any federal, state or local taxes (including the Optionee’s
FICA obligation) as are required by law to be withheld with respect to the Options granted pursuant this Agreement.


 


9.           Nontransferability
of Options. The Options granted by this Agreement shall not be transferable by the Optionee or any other person claiming
through the Optionee, either voluntarily or involuntarily, except by will or the laws of descent and distribution or as otherwise
provided by the Committee pursuant to Section 7.1(f) and Article 13 of the Plan.


 


10.         No
Right to Continued Employment (or Service). This Agreement shall not be construed to confer upon the Optionee any
right to continue employment (or service) with the Company and shall not limit the right of the Company, in its sole and absolute
discretion, to terminate Optionee’s employment (or service) at any time.


 


11.         Administration.
This Agreement shall at all times be subject to the terms and conditions of the Plan and the Plan shall in all respects be administered
by the Committee in accordance with the terms of and as provided in the Plan. The Committee shall have the sole and complete discretion
with respect to all matters reserved to it by the Plan and decisions of the Committee with respect thereto and to this Agreement
shall be final and binding upon the Optionee and the Company. In the event of any conflict between the terms and conditions of
this Agreement and the Plan, the provisions of the Plan shall control.


 




    	 	 	 



     


    

  


12.         Adjustments.
The number of shares of Stock issued to Optionee pursuant to this Agreement shall be adjusted by the Committee pursuant to Section
4.4 of the Plan, in its discretion, in the event of a change in the Company’s capital structure.


 


13.         Securities
Laws Compliance. The Company shall not be required to deliver any shares of Stock pursuant to the exercise of the Option
if, in the opinion of counsel for the Company, such issuance would violate the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, or any other applicable federal or state securities laws or regulations.


 


14.         No
Shareholders Rights. The Optionee will have no voting rights or any other rights as a shareholder of the Company with respect
to the Option until the Company issues the stock certificates representing the shares of Stock underlying the Option.


 


15.         Copy
of Plan. By accepting this Agreement (whether through electronic signature or other means), the Optionee acknowledges receipt
of a copy of the Plan.


 


16.         Governing
Law. This Agreement shall be interpreted and administered under the laws of the State of Delaware.


 


17.         Amendment.
Except as otherwise provided in the Plan, this Agreement may be amended only by a written agreement executed by the Company and
the Optionee. The provisions of this Agreement may not be waived or modified unless such waiver or modification is in writing and
signed by a representative of the Committee.


 


18.         Clawback.
Pursuant to Section 13.4 of the Plan, every Award issued pursuant to the Plan is subject to potential forfeiture or
“clawback” to the fullest extent called for by applicable federal or state law or any policy of the Company. By accepting
this Award (whether through electronic signature or other means), Optionee agrees to be bound by, and comply with, the terms of
any such forfeiture or “clawback” provision imposed by applicable federal or state law or prescribed by any policy
of the Company.


 


19.         Electronic
Signature. The Optionee acknowledges that Optionee’s electronic signature has the same legal force and effect as
a written or manual signature.


 


MANY OF THE PROVISION OF THIS AWARD
AGREEMENT ARE SUMMARIES OF SIMILAR PERTINENT PROVISIONS OF THE PLAN. TO THE EXTENT THAT THIS AGREEMENT IS SILENT ON AN ISSUE OR
THERE IS A CONFLICT BETWEEN THE PLAN AND THIS AGREEMENT, THE PLAN PROVISIONS SHALL CONTROL.