plan.htm


     

    Exhibit
10.1


    MICROFLUIDICS
INTERNATIONAL CORPORATION

     

    NOTICE
OF GRANT OF STOCK OPTION

     

    Microfluidics
International Corporation (the “Company”) has granted
Participant an Option to purchase shares of its Common Stock, par value $.01 per
share, as follows:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	
                                                                       

                                                                      Optionee:

                                                                    	 
      
	
                                                                       

                                                                      Date
      of Grant:

                                                                    	 
      
	
                                                                       

                                                                      Total
      Number of Option Shares Granted:

                                                                    	 
      
	
                                                                       

                                                                      Exercise
      Price per Share:

                                                                    	 
      
	
                                                                       

                                                                      Is
      this an Incentive Stock Option?:

                                                                    	 
      
	
                                                                       

                                                                      Option
      Plan Pursuant to Which Option Was Granted:

                                                                    	 
      


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

         MICROFLUIDICS
INTERNATINALCORPORATION


     

        
 By:                            
                                                 

     

                              Title:
CEO                                                                                                                             

     

    


     

                    PARTICIPANT


     

                    By:                                                                     
                                               

     

                    Printed
Name:                                                    
                                                               

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    MICROFLUIDICS
INTERNATIONAL CORPORATION

     

    EMPLOYEE
STOCK OPTION AGREEMENT

     

    Microfluidics
International Corporation (the “Company”) has granted
Participant an Option to purchase certain Shares in accordance with the
Company’s 2006 Stock Plan, which grant(s) are subject to the following terms and
conditions.

     

    1. DEFINITIONS.  As
used herein, the following definitions shall apply:

     

    (a) “Administrator”
means the Board or any of its Committees as shall be administering the
Award.

     

    (b) “Applicable
Laws” means the requirements relating to the administration of stock option
plans under U.S. state corporate laws, U.S. federal and state securities laws,
the Code, any stock exchange or quotation system on which the Common Stock is
listed or quoted and the applicable laws of the State of Delaware and the
Commonwealth of Massachusetts.

     

    (c) “Award”
means a the grant of Options under this Agreement as expressed in a Notice(s) of
Grant.

     

    (d) “Award
Agreement” means each Award as governed by this Agreement.

     

    (e) “Board”
means the Board of Directors of Microfluidics International
Corporation.

     

    (f) “Cause”
means:

     

    (i) Participant’s
willful and continued failure to perform the duties and responsibilities of his
position after there has been delivered to Participant a written demand for
performance from the Participant’s direct supervisor (or more senior executive;
or, in the case of the chief executive officer, the Board) which describes in
reasonable detail the basis for the belief that Participant has not
substantially performed his duties and provides Participant the opportunity to
present to the Company’s chief executive office (or if the Participant is the
Company’s chief executive officer, the Board) his good faith reasons for not so
performing and, if the Company’s chief executive officer (or Board, as the case
may be) does not agree with such reasons, and the failure of the Participant to
take corrective action (in the sole determination of the Company’s chief
executive officer (or if the Participant is the Company’s chief executive
officer, the Board)) within fifteen (15) days;

     

    (ii) Any act
of personal dishonesty taken by Participant in connection with his
responsibilities to the Company;

     

    (iii) Participant’s
conviction of, or plea of nolo
contendere to, a felony that the Board reasonably believes could have a
material detrimental effect on the Company’s reputation or
business;

     

    (iv) A breach
of any fiduciary duty owed to the Company by Participant;

     

    (v) Participant
being found liable in any Securities and Exchange Commission or other civil or
criminal securities law action or entering any cease and desist order with
respect to such action (regardless of whether or not Participant admits or
denies liability);

     

    (vi) Participant
(A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede,
or (C) failing to materially cooperate with, any investigation authorized by the
Board or any governmental or self-regulatory entity (an “Investigation”).  However,
Participant’s failure to waive attorney-client privilege
relating to communications with Participant’s own attorney in connection with an
Investigation will not constitute “Cause”; or

     

    (vii) Participant’s
disqualification or bar by any U.S. governmental or self-regulatory authority
from serving the Company in his or her capacity as determined by the Board, or
Participant’s loss of any U.S. governmental or self-regulatory license that is
reasonably necessary for Participant to perform his responsibilities to the
Company.

     

    (g) “Change
in Control” means the occurrence of any of the following events:

     

    (i) Any
person becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of the total voting power represented by the
Company’s then outstanding voting securities;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii) The
consummation of the sale or disposition by the Company of all or substantially
all the Company’s assets; or

     

    (iii) The
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least (50%) of the total
voting power represented by the voting securities of the Company of such
surviving entity outstanding immediately after such merger or
consolidation.

     

    (h) “Code”
means the U.S. Internal Revenue Code of 1986, as amended.

     

    (i) “Committee”
means a committee, which may consist of one or more persons whom may or may not
be Board members, as is consistent with the Applicable Laws, appointed by the
Board.

     

    (j) “Common
Stock” means the common stock of the Company.

     

    (k) “Company”
shall mean Microfluidics International Corporation and any successor corporation
thereto.

     

    (l) “Consultant” means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary as an independent contractor to render
services to such entity.

     

    (m) “Director”
means a member of Microfluidics International Corporation’s Board of
Directors.

     

    (n) “Disability”
shall have the meaning specified in the Plan.

     

    (o) “Effective
Date” as to any particular grant of Options shall be the same as the Date of
Grant as set forth in the Notice of Grant associated therewith.

     

    (p) “Employee”
means any person employed by the Company or by any Parent or Subsidiary of the
Company.  An Employee shall not cease to be an Employee in the case
of:  (i) any leave of absence approved by the Company or any leave for
which a return to employment is guaranteed under Applicable Laws, or (ii)
transfers between locations of the Company or between the Company, its Parent,
any Subsidiary, or any successor.  Neither service as a Director nor
payment of a director’s fee by the Company shall be sufficient to constitute
“employment” by the Company.

     

    (q) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

     

    (r) “Fair
Market Value” means, as of any date, the value of Common Stock determined as
follows:

     

    (i) If the
Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq, its Fair Market Value shall be
the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the date of determination, as
reported in by any such source as the Administrator deems reliable;

     

    (ii) If the
Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, the Fair Market Value of a Share of Common Stock shall
be the mean between the high bid and low asked prices for the Common Stock on
the date of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable; or

     

    (iii) In the
absence of an established market for the Common Stock, the Fair Market Value
shall be determined in good faith by the Administrator.

     

    (s) “Exercise
Price” shall mean the “Option Price per Share” as set forth in the Notice of
Grant.

     

    (t) “Initial
Vesting Date” shall be the first (1st)
anniversary date of the Date of Grant.

     

    (u) “Nonstatutory
Stock Option” means any Option not intended to qualify as an Incentive Stock
Option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.

     

    (v) “Notice
of Grant” shall mean the “Microfluidics International Corporation Notice of
Grant of Stock Option” issued pursuant to and governed by this
Agreement.  There may be any number of Notices of Grant governed by
this Agreement.

     

    (w) “Number
of Option Shares” shall mean the “Total Number of Option Shares Granted” as set
forth in the Notice of Grant.

     

    (x) “Option”
means this stock option to purchase Shares of Common Stock granted pursuant to
this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (y) “Optioned
Stock” means the Common Stock subject to the Option.

     

    (z) “Option
Termination Date” shall mean the earlier to occur of:  (1) the date of
termination for Cause of the Participant’s status as a Service Provider, or (2)
the tenth (10th)
anniversary of the Date of Grant.

     

    (aa) “Parent”
means a “parent corporation”, whether now or hereafter existing, as defined in
Section 424(e) of the Code.

     

    (bb) “Participant”
means the holder of an outstanding Award granted under the Plan.

     

    (cc) “Plan”
means the Microfluidics International Corporation plan pursuant to which the
Award was granted, as specified in the Notice of Grant.

     

    (dd) “Service
Provider” means an Employee, Director or Consultant.

     

    (ee) “Share”
means a share of the Common Stock, as adjusted in accordance with Section 10 of
this Agreement.

     

    (ff) “Subsidiary”
means a “subsidiary corporation”, whether now or hereafter existing, as defined
in Section 424(f) of the Code and also include partnerships, limited liability
companies and other entities that are at least 30% owned by the
Company.

     

    (gg) “Vested Percentage” means:

     

    
      
        	
                Date

              	
                Vested Percentage

              
	
                Prior
      to Initial Vesting Date

              	
                0

              
	
                Initial
      Vesting Date

              	
                25%

              
	
                Second
      Anniversary of the Effective Date

              	
                50%

              
	
                Third
      Anniversary of the Effective Date

              	
                75%

              
	
                Fourth
      Anniversary of the Effective Date

              	
                100%

              


      

    

    


    2. GRANT OF
OPTION.  The Administrator has authorized the issuance to
Participant of a Notice of Grant to purchase the number of Shares set forth in
said Notice of Grant at the exercise price per Share set forth in the Notice of
Grant, subject to the provisions of this Agreement and the Notice of Grant,
which is incorporated herein by reference.  The Notice of Grant shall
specify whether any particular Option governed by the Award Agreement is or is
not be intended to qualify as an Incentive Stock Option as defined in Section
422 of the Code, provided, however, that in the absence of such specification
such Option shall be deemed to be intended to qualify as an Incentive Stock
Option unless (a) the status of the optionee would make the grant of an
Incentive Stock Option impermissible, (b) the Plan was not approved by the
stockholders of the Company within twelve (12) months before or after the Plan
was adopted by the Company, or (c) the Notice of Grant is dated later than the
tenth (10th)
anniversary of the date that the Plan was adopted by the Company (or, if
earlier, the date of the approval of this Plan by the stockholders of the
Company).

     

    3. EXERCISE OF THE
OPTION.

     

    (a) Right to
Exercise.  The Option shall be exercisable during its term in
accordance with the Notice of Grant and this Agreement and at such times and
under such conditions as determined by the Administrator.  The Option
shall first become exercisable on the Initial Vesting Date.  Each
Option shall be exercisable on and after the Initial Vesting Date and prior to
the termination of the Option in the amount equal to the Number of Option Shares
multiplied by the Vested Percentage, less the number of Shares previously
acquired upon exercise of the Option.  In no event shall an Option be
exercisable for more Shares than the Number of Option
Shares.  Exercising an Option in any manner approved hereunder shall
decrease the number of Shares thereafter available for sale under the Option by
the number of Shares as to which the Option is exercised.

     

    (b) Method of
Exercise.  Each Option shall be exercisable by written or
electronic notice to the Company which shall state the election to exercise the
Option, the number of Shares being exercised, and such other representations and
agreements as to Participant’s investment intent with respect
to the Shares as may be required pursuant to the provisions of the Award
Agreement.  Such notice shall be signed by Participant or person
entitled to exercise the Option and shall be delivered to the Company’s Stock
Administration Department, or other authorized representative of the Company,
prior to the termination of the Option as set forth in Section 5 below,
accompanied by full payment of the option price for the number of Shares being
purchased.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) Form of Payment of Option
Price.  Subject to the Applicable Laws, such payment shall be
made (1) in cash, by check, or cash equivalent, (2) by tender of Shares of the
Company’s stock owned by Participant  and having a Fair Market Value
not less than the option price, which (i) either have been owned by Participant
for more than six (6) months or were not acquired, directly or indirectly from
the Company, and (ii) have a Fair Market Value not less than the option price,
(3) proceeds from a broker-assisted cashless exercise program acceptable to the
Company, in its sole discretion, (4) by any combination of the foregoing or (5)
such other consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws.

     

    (d) Withholding.  At
the time the Option is exercised, in whole or in part, or at any time thereafter
as determined by the Company, the Company shall have the right to withhold the
applicable minimum withholding taxes, including but not limited to federal tax,
state tax, foreign taxes, or social taxes, if any, which arise in connection
with the Option including, without limitation, obligations arising
upon:  (i) the exercise of the Option in whole or in part, (ii) the
transfer, in whole or in part, of any Shares acquired upon exercise of the
Option, or (iii) the lapsing of any restriction with respect to any Shares
acquired on exercise of the Option. Participant shall make adequate provision
for the Company to meet its minimum withholding obligations.

     

    (e) Certificate
Registration.  The Shares as to which an Option shall be
exercised shall be issued in the name of Participant, the heirs of Participant
(if applicable), or, if requested in writing by Participant, in the name of
Participant and Participant’s spouse. If payment of the option price is
accomplished using a broker-assisted cashless exercise program acceptable to the
Company, in its sole discretion, the certificate or certificates may, at the
Company’s sole discretion, be registered in the name of a nominee who is an
authorized broker for the Company’s same-day sale program. Until the Shares are
issued (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. The Company shall
issue (or cause to be issued) such Shares promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as provided
in Section 10 herein.

     

    (f) Restriction on Grant of
Option and Issuance of Shares.  The grant of the Option and the
issuance of Shares pursuant to the Option shall be subject to compliance with
all Applicable Laws. The Option may not be exercised if the issuance of Shares
upon such exercise would constitute a violation of any Applicable Laws. In
addition, no Option may be exercised unless (i) a registration statement under
the Securities Act of 1933, as amended, shall at the time of exercise of any
Option be in effect with respect to the Shares issuable upon exercise of the
Option, or (ii) in the opinion of legal counsel to the Company, the Shares
issuable upon exercise of any Option may be issued in accordance with the terms
of an applicable exemption from the registration requirements of said Act. As a
condition to the exercise of any Option, the Company may require Participant to
satisfy any qualifications that may be necessary or appropriate, to evidence
compliance with any Applicable Laws and to make any representation or warranty
with respect thereto as may be requested by the Company.

     

    (g) Fractional
Shares.  The Company shall not be required to issue fractional
Shares upon the exercise of the Option.

     

    (h) Survival of Award Agreement
Provisions.  To the extent contemplated herein, the provisions
of the Award Agreement shall survive any exercise of the Option and shall remain
in full force and effect.

     

    4. NON-TRANSFERABILITY OF THE
OPTION.  The Option may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of
Participant, only by Participant.  The terms of the Award Agreement
shall be binding upon the executors, administrators, heirs, successors and
assignees of Participant.

     

    5. TERMINATION OF THE
OPTION.  The Option shall terminate and may no longer be
exercised on the first to occur of (i) the Option Termination Date as defined
above, (ii) the last date for exercising the Option following termination
as a Service Provider as described in Section 6 herein, or as otherwise set
forth in the Award Agreement.

     

    6. TERMINATION OF PARTICIPANT’S
RELATIONSHIP AS A SERVICE PROVIDER.

     

    (a) Termination of the
Option.  If Participant ceases to be a Service Provider for any
reason except by reason of death, Disability or Cause, the Option, to the extent
unexercised and exercisable by Participant on the date on which Participant
ceased to be a Service Provider, may be exercised by Participant within three
(3) months after the date on which Participant’s relationship as a Service
Provider terminates, but in any event no later than the Option Termination
Date.  If Participant’s Service Provider relationship is terminated
because of the death of Participant or Disability of Participant, the Option, to
the extent unexercised and exercisable by Participant on the date on which
Participant ceased to be a Service Provider, may be exercised by Participant (or
Participant’s estate or legal representative) at any time prior to the
expiration of twelve (12) months from the date of such termination, but in any
event no later than the Option Termination Date.  Participant’s
Service Provider relationship shall be deemed to have terminated on account of
death if Participant dies within three (3) months after Participant’s
termination of the Service Provider relationship.

     

    (b) Change in
Status.  Notwithstanding the above, in the event of
Participant’s change in status from Consultant, Employee or Director to
Employee, Consultant or Director (e.g., an Employee becoming a
Consultant), Participant’s status as a Service Provider shall continue
notwithstanding the change in status for the Options granted
hereunder.

     

    (c) Exercise Prevented by
Applicable Laws.  Except as provided in this Section, the
Option shall terminate and may not be exercised after Participant’s Service
Provider relationship terminates unless the exercise of the Option in accordance
with this Section would constitute a violation of any Applicable Laws. If the
exercise of the Option is so prevented, the Option shall remain exercisable
until three (3) months after the date Participant is notified by the Company or
its Parent or Subsidiary for whom Participant provides service
that the Option is exercisable but in no event later than the Option Termination
Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7. LEAVES OF
ABSENCE.  Unless the Administrator provides otherwise or as
otherwise required by Applicable Laws, the Option shall cease to vest on the
91st day of any unpaid leave of absence and shall only recommence upon
Participant’s return to active service.

     

    8. RIGHTS AS A
SHAREHOLDER.  Participant shall have no rights as a stockholder
with respect to any Shares until the date of the issuance of a certificate or
certificates for the Shares for which the Option has been
exercised.  No adjustment shall be made for dividends or distributions
or other rights for which the record date is prior to the date such stock
certificate or certificates are issued.

     

    9. NO GUARANTEE OF CONTINUED
SERVICE.  PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING
OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING
AS A SERVICE PROVIDER AT THE DISCRETION OF THE COMPANY (NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES
HEREUNDER).  PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THE
AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS AN EMPLOYEE OR OTHER SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH
PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PARTICIPANT’S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE OR
NOTICE.

     

    10. ADJUSTMENTS UPON CHANGES IN
CAPITALIZATION, DISSOLUTION, OR LIQUIDATION OR CHANGE OF
CONTROL.

     

    (a) Changes in
Capitalization. Subject to any required action by the stockholders of the
Company, the number of shares of Common Stock covered by each outstanding Award,
as well as the price per share of Common Stock covered by each such outstanding
Award, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been “effected without receipt of consideration.” Such
adjustment shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Award.

     

    (b) Dissolution or
Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify Participant as soon
as practicable prior to the effective date of such proposed
transaction.  The Administrator in its discretion may provide for
Participant to have the right to exercise his Award until ten (10) days prior to
such transaction as to all of the stock covered thereby, including Shares as to
which the Award would not otherwise be vested or exercisable.

     

    (c) Change
of Control.  In the event of a Change of Control, each
outstanding Option shall be assumed or an equivalent option substituted by the
successor corporation or a Parent or subsidiary of the successor corporation. In
the event that the successor corporation refuses to assume or substitute for the
Option, Participant shall fully vest in and have the right to exercise the
Option as to all of the Optioned Stock, including Shares as to which it would
not otherwise be vested or exercisable. If the Option becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a Change of
Control, the Administrator shall notify Participant in writing or electronically
that the Option shall be fully vested and exercisable for a period of fifteen
(15) days from the date of such notice, and the Option shall terminate upon the
expiration of such period. For the purposes of this paragraph, an Option shall
be considered assumed if, following the Change of Control, the Option confers
the right to purchase or receive, for each Share of Optioned Stock subject to
the Option immediately prior to the Change of Control, the consideration
(whether stock, cash, or other securities or property) received in the Change of
Control by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the Change of Control
is not solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation, provide for
the consideration to be received upon the exercise of any Option, for each Share
of Optioned Stock subject to the Option, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the Change of
Control.

     

    11. CONDITIONS UPON ISSUANCE OF
SHARES.

     

    (a) Legal
Compliance.  Shares shall not be issued pursuant to the
exercise or vesting of an Award unless the exercise or vesting of such Award and
the issuance and delivery of such Shares shall comply with Applicable Laws and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

     

    (b) Investment
Representations.  As a condition to the exercise of an Award,
the Company may require Participant or any authorized person exercising such
Award to represent and warrant at the time of any such exercise that the Shares
are being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required.

     

    (c) Inability to Obtain
Authority.  The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been obtained.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    12. LEGENDS.  The
Company may at any time place legends referencing any applicable federal and/or
state securities restrictions on all certificates representing shares of stock
subject to the provisions of the Award Agreement. Participant shall, at the
request of the Company, promptly present to the Company any and all certificates
representing Shares acquired pursuant to the Option in the possession of
Participant in order to effectuate the provisions of this Section.

     

    13. BINDING
EFFECT.  The Award Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.

     

    14. AMENDMENT OR
TERMINATION.  The Administrator may at any time amend, alter,
suspend or terminate the Agreement; provided, however, that no such amendment,
alteration, suspension or termination may adversely affect the Option or any
unexercised portion hereof without the written consent of Participant.
Termination of the Agreement shall not affect the Administrator’s ability to
exercise the powers granted to it hereunder with respect to Awards granted under
the Agreement prior to the date of such termination.

     

    15. ENTIRE AGREEMENT; APPLICABLE
LAW.  The Award Agreement, along with Plan, constitutes the
entire agreement of the parties with respect to the subject matter hereof and
supersedes in their entirety all prior undertakings and agreements of the
Company and Participant with respect to the subject matter hereof.  To
the extent that the Award Agreement sets forth terms and conditions that are
less beneficial to the Participant than the Plan, the terms of the Plan shall
prevail.  The Award Agreement shall be construed in accordance with,
and all disputes hereunder shall be governed by, the laws of the Commonwealth of
Massachusetts without regard to its conflict of laws rules.

     

    16. NOTICES.  Any
notice to be given to the Company hereunder shall be in writing and shall be
addressed to the Company at its then current principal executive office or to
such other address as the Company may hereafter designate to Participant by
written notice.  Any notice to be given to Participant hereunder shall
be addressed to Participant at the last address known to the Company, or at such
other address as Participant may hereafter designate to the Company by written
notice.  A notice shall be deemed to have been duly given when
personally delivered or mailed by registered or certified mail to the party
entitled to receive it.

     

     

     

     

                   MICROFLUIDICS
INTERNATIONAL CORPORATION

     

                  By:
________________________________

     

    


     

      PARTICIPANT


     

      By:                                                                        
                                                                 

     

      Printed
Name: