**EXHIBIT 10.13**

 

**IVAX DIAGNOSTICS, INC.**

**Nonqualified Stock Option Agreement**

**(Non-Employee Director)**

 

1. **Grant of Option**. In accordance with and subject to the terms and conditionsof (A) the IVAX Diagnostics, Inc. 1999 Performance Equity Plan, as it may be amended from time to time (the “Plan”), a copy of which is attached hereto as Exhibit A and (B) this Nonqualified Stock Option Agreement (the“Agreement”), IVAX Diagnostics, Inc., a Delaware corporation (the “Company”), grants to the optionee identified on Schedule 1 attached hereto (the “Optionee”) a nonqualified stock option (the“Option”) to purchase the number of shares (the “Shares”) of the Company’s Common Stock, par value $0.01 per share, set forth on Schedule 1, at the option price set forth in Schedule 1. 

 

2. **Acceptance by Optionee**. The exercise of the Option or any portion thereof isconditioned upon acceptance by the Optionee of the terms and conditions of this Agreement, as evidenced by the Optionee’s execution of Schedule 1 to this Agreement and the delivery of an executed copy of Schedule 1 to the Company. 

 

3. **Vesting of Option**. The Option shall become exercisable in accordance withthe vesting schedule set forth in Schedule 1. 

 

4. **Expiration ofOption**. The Option shall expire on the date set forth in Schedule 1, and may not be exercised after such date. 

 

5. **Procedure for Exercise**. The Option may be exercised for the number of Shares specified in a written notice delivered to the Company at least ten (10)days prior to the date on which purchase is requested, accompanied by full payment for the Shares with respect to which the Option is being exercised, in the manner and subject to the terms and conditions set forth in the Plan. Notwithstanding theforegoing, the Option may not be exercised as to less than ten (10) Shares at any time, or, if less than ten (10) Shares, the number of Shares subject to the Option. If any applicable law requires the Company to take any action with respect to theShares specified in such notice, or if any action remains to be taken under the Certificate of Incorporation or Bylaws of the Company, as they may be amended from time to time, to effect due issuance of the Shares, then the Company shall take suchaction, and the day for delivery of such Shares shall be extended for the period necessary to take such action. Neither the Optionee nor any other person entitled to exercise the Option shall be or have any rights or privileges of, a stockholder ofthe Company in respect of any of the Shares issuable upon exercise of the Option, unless and until the Shares are issued to the Optionee. 

 

6. **No Right to Employment**. The issuance of the Option or any Shares pursuant to the Option shall not give the Optionee any right to be employed or retainedin the employ of the Company. 

7. **Representations as to Purchase of Shares**. As a condition of the Company’s obligation to issueShares upon exercise of the Option, if requested by the Company, the Optionee shall, concurrently with the delivery of the stock certificate representing the Shares so purchased, give such written assurances to the Company, in the form and substancethat its counsel reasonably requests, to the effect that the Optionee is acquiring the Shares for investment and without any present intention of reselling or redistributing the same in violation of any applicable law. In the event that the Companyelects to register, or has registered, the Shares under the Securities Act of 1933 and any applicable state laws, the issuance of such Shares shall not be subject to the restrictions contained in this paragraph 7. 

 

8. **Compliance with Applicable Law**. The issuance of the Shares pursuant to theexercise of this Option is subject to compliance with all applicable laws, including, without limitation, laws governing withholding from employees and nonresident aliens for income tax purposes. 

 

**IN WITNESS WHEREOF**, the Company has caused this Agreement to beexecuted as of the Date of Grant set forth in Schedule 1. 

 
**IVAX DIAGNOSTICS, INC.**By: 
 
Name: 
 
Title: 
 

 

2 

Schedule 1 

 

Nonqualified Stock Option Agreement 

(Non-Employee Director) 

 

Name ofOptionee: 

 

Number of Shares: 

 

Option Price Per Share: 

 

Date of Grant: 

 

Expiration Date: 

 

Vesting Schedule: 

 

The undersigned agrees to the terms and conditions of the Nonqualified Stock Option Agreementof which this Schedule 1 is a part, and acknowledges receipt of the prospectus relating to the Plan and of the Company’s most recent annual report to stockholders. 

 
Date Accepted: 
 
  
 

Optionee
     
 

SocialSecurity Number