**Exhibit 10.04**

 

**SONTRA MEDICAL CORPORATION**

 

**2003 STOCK OPTION AND INCENTIVE PLAN**

 

**1. Purpose and Eligibility**

 

The purpose of this 2003 Stock Option and Incentive Plan (the “Plan”) of Sontra Medical Corporation (the “Company”) is to providestock options and other equity interests in the Company (each an “Award”) to employees, officers, directors, consultants and advisors of the Company and its Subsidiaries, all of whom are eligible to receive Awards under the Plan. Anyperson to whom an Award has been granted under the Plan is called a “Participant”. Additional definitions are contained in Section 8. 

 

**2. Administration**

 

a. Administration by Board of Directors. The Plan will be administered by the Board of Directors of the Company (the “Board”). The Board, in itssole discretion, shall have the authority to grant and amend Awards, to adopt, amend and repeal rules relating to the Plan and to interpret and correct the provisions of the Plan and any Award. All decisions by the Board shall be final and bindingon all interested persons. Neither the Company nor any member of the Board shall be liable for any action or determination relating to the Plan. 

 

b. Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or morecommittees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall mean such Committee or the Board. 

 

c. Delegation to Executive Officers. To the extent permitted by applicable law, the Board may delegate to one or more executive officers of the Companythe power to grant Awards and exercise such other powers under the Plan as the Board may determine, *provided that*the Board shall fix the maximum number of Awards to be granted and the maximum number of shares issuable to any one Participantpursuant to Awards granted by such executive officers. 

 

**3. Stock Availablefor Awards**

 

a. Number of Shares. Subject to adjustmentunder Section 3(c), the aggregate number of shares of Common Stock, par value $.01 per share, of the Company (the “Common Stock”) that may be issued pursuant to the Plan is 750,000 shares, which number shall automatically increase onJanuary 1, 2004 and each January 1 thereafter (each, an “Adjustment Date”) by such number of shares as is equal to the greater of (i) 4% of the number of shares of Common Stock outstanding on the immediately preceding December 31, and (ii)the number of shares of Common Stock that has been made subject to Awards made under the Plan during the year immediately prior to such Adjustment Date; *provided*, *however*, that the Board may provide for a lesser number of shares on anyAdjustment Date by designating such lesser number by resolution adopted on or before such Adjustment Date; and *provided further*, *however*, that the cumulative number of additional shares that may be issued pursuant to the Plan as aresult of increases on all Adjustment Dates taken together may not exceed 2,500,000 shares (such number to be subject to adjustment in accordance with Section 3(c) below). If any Award expires, or is terminated, surrendered or forfeited, in whole orin part, the unissued Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. If shares of Common Stock issued pursuant to the Plan are repurchased by, or are surrendered or forfeited to, the Company at nomore than cost, such shares of Common Stock shall again be available for the grant of Awards under the Plan; *provided*, *however*, that the cumulative number of such shares that may be so reissued under the Plan will not exceed the totalof 750,000 shares plus the number of additional shares resulting from Adjustment Date increases effected in accordance with this Section 3(a) (such number to be subject to adjustment in accordance with Section 3(c) below). Shares issued under thePlan may consist in whole or in part of authorized but unissued shares or treasury shares. 

b. Per-Participant Limit. Subject to adjustment under Section 3(c), no Participant may be granted Awardsduring any one fiscal year to purchase more than 500,000 shares of Common Stock. 

 

c. Adjustment to Common Stock. In the event of any stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation,spin-off, split-up, or other similar change in capitalization or event, (i) the number and class of securities available for Awards under the Plan and the per-Participant share limit, (ii) the number and class of securities, vesting schedule andexercise price per share subject to each outstanding Option, (iii) the repurchase price per security subject to repurchase, and (iv) the terms of each other outstanding stock-based Award shall be adjusted by the Company (or substituted Awards may bemade) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is appropriate. If Section 7(e)(i) applies for any event, this Section 3(c) shall not be applicable. 

 

**4. Stock Options**

 

a. General. The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number ofshares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option and the Common Stock issued upon the exercise of each Option, including vestingprovisions, repurchase provisions and restrictions relating to applicable federal or state securities laws, as it considers advisable. 

 

b. Incentive Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an“Incentive Stock Option”) shall be granted only to employees of the Company and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Board and the Company shall have no liability ifan Option or any part thereof that is intended to be an Incentive Stock Option does not qualify as such. An Option or any part thereof that does not qualify as an Incentive Stock Option is referred to herein as a “Nonstatutory StockOption.” 

 

c. Exercise Price. The Board shall establish theexercise price (or determine the method by which the exercise price shall be determined) at the time each Option is granted and specify it in the applicable option agreement. 

 

d. Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Boardmay specify in the applicable option agreement. 

 

e. Exercise ofOption. Options may be exercised only by delivery to the Company of a written notice of exercise signed by the proper person together with payment in full as specified in Section 4(f) for the number of shares for which the Option is exercised.

 

f. Payment Upon Exercise. Common Stock purchased upon theexercise of an Option shall be paid for by one or any combination of the following forms of payment: 

 

(i) by check payable to the order of the Company; 

 

(ii) except as otherwise explicitly provided in the applicable option agreement, and only if the Common Stock is then publicly traded, delivery of anirrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the Participant to the Company of a copy of irrevocable and unconditional instructionsto a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price; or 

 

(iii) to the extent explicitly provided in the applicable option agreement, by (x) delivery of shares of Common Stock owned by the Participant valued atfair market value (as determined by the Board or as determined pursuant to the applicable option agreement), (y) delivery of a promissory note of 

 

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the Participant to the Company (and delivery to the Company by the Participant of a check in an amount equal to the parvalue of the shares purchased), or (z) payment of such other lawful consideration as the Board may determine. 

 

**5. Restricted Stock**

 

a.Grants. The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to (i) delivery to the Company by the Participant of cash or other lawful consideration in an amount at least equal to the par value of the sharespurchased, and (ii) the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant in the event that conditions specified by the Board in the applicable Award are notsatisfied prior to the end of the applicable restriction period or periods established by the Board for such Award (each, a “Restricted Stock Award”). 

 

b. Terms and Conditions. The Board shall determine the terms and conditions of any such Restricted Stock Award. Any stock certificates issued inrespect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee).After the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or, if the Participant has died, to the beneficiary designated by aParticipant, in a manner determined by the Board, to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective designation by aParticipant, Designated Beneficiary shall mean the Participant’s estate. 

 

**6. Other Stock-Based Awards**

 

The Board shallhave the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible intoCommon Stock and the grant of stock appreciation rights, phantom stock awards or stock units. 

 

**7. General Provisions Applicable to Awards**

 

a. Transferability of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they aregranted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant inthe context, shall include references to authorized transferees. 

 

b. Documentation. Each Award under the Plan shall be evidenced by a written instrument in such form as the Board shall determine or as executed by an officer of the Company pursuant to authority delegated by the Board. Each Award maycontain terms and conditions in addition to those set forth in the Plan *provided that*such terms and conditions do not contravene the provisions of the Plan. 

 

c. Board Discretion. The terms of each type of Award need not be identical, and the Board need not treat Participantsuniformly. 

 

d. Termination of Status. The Board shall determinethe effect on an Award of the disability, death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or theParticipant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award. 

 

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e. Acquisition of the Company 

 

(i) Consequences of an Acquisition. 

 

(A) Acquisition. Upon the consummation of an Acquisition, the Board or the board of directors of the surviving or acquiringentity (as used in this Section 7(e)(i), also the “Board”), shall, as to outstanding Awards (on the same basis or on different bases as the Board shall specify), make appropriate provision for the continuation of such Awards by the Companyor the assumption of such Awards by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to such Awards either (a) the consideration payable with respect to the outstanding shares of Common Stock inconnection with the Acquisition, (b) shares of stock of the surviving or acquiring corporation or (c) such other securities or other consideration as the Board deems appropriate, the fair market value of which (as determined by the Board in its solediscretion) shall not materially differ from the fair market value of the shares of Common Stock subject to such Awards immediately preceding the Acquisition. In addition to or in lieu of the foregoing, with respect to outstanding Options, the Boardmay, on the same basis or on different bases as the Board shall specify, upon written notice to the affected optionees, provide that one or more Options then outstanding must be exercised, in whole or in part, within a specified number of days ofthe date of such notice, at the end of which period such Options shall terminate, or provide that one or more Options then outstanding, in whole or in part, shall be terminated in exchange for a cash payment equal to the excess of the fair marketvalue (as determined by the Board in its sole discretion) for the shares subject to such Options over the exercise price thereof; *provided*, *however*, that before terminating any portion of an Option that is not vested or exercisable(other than in exchange for a cash payment), the Board must first accelerate in full the exercisability of the portion that is to be terminated. Notwithstanding anything to the contrary contained herein, upon the consummation of an Acquisition, at aminimum, all outstanding Awards shall vest as if the vesting start date with respect to such Award was one year prior to the vesting start date set forth in the agreement relating to such Award. Unless otherwise determined by the Board (on the samebasis or on different bases as the Board shall specify), any repurchase rights or other rights of the Company that relate to an Option or other Award shall continue to apply to consideration, including cash, that has been substituted, assumed oramended for an Option or other Award pursuant to this paragraph. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions. 

 

In addition to the foregoing, with respect to Awards granted prior to theconsummation of the Acquisition, in the event that any such Participant who remains an employee of the Company or the acquiring or surviving entity immediately following the consummation of the Acquisition is terminated without “cause” (asdefined in the applicable option agreement) or terminates his or her own employment “for good reason” (as defined below) prior to the first anniversary of the consummation of the Acquisition: (1) all Options outstanding on the date suchParticipant’s employment is terminated, shall become immediately exercisable in full and will terminate, to the extent unexercised, on their scheduled expiration date, and if the shares of Common Stock subject to such Options are subject torepurchase provisions then such repurchase restrictions shall immediately lapse; (2) all Restricted Stock Awards outstanding on the date such Participant’s employment is terminated, shall become free of all repurchase provisions; and (3) allother stock-based Awards shall become exercisable, realizable or vested in full, or shall be free of all repurchase provisions, as the case may be. “Good reason” means, with respect to any Employee, any of the following actions takenwithout the employee’s consent: (i) a reduction by the Company in the employee’s annual base salary as in effect on the date of the consummation of the Acquisition or as the same may be increased from time to time; or (ii) the failure bythe Company to pay to the employee any portion of the employee’s current compensation within seven (7) days of the date such compensation is due; or (iii) a substantial reduction in the value of the employee’s benefit package from thevalue of the employee’s benefit package on the date of the consummation of the Acquisition; or (iv) the Employee is actually relocated to another office or facility to a location outside of a radius of 25 miles from any Company facility atwhich the Employee was employed at the time of the Acquisition; or (v) the successor to the Company in the Acquisition shall have materially and adversely impaired the Employee’s rights under this Plan. 

 

(B) Acquisition Defined. An “Acquisition” shall mean: (x) the saleof the Company by merger in which the shareholders of the Company in their capacity as such no longer own a majority of the outstanding equity securities of the Company (or its successor); or (y) any sale of all or substantially all of the assets orcapital stock of the Company (other than in a spin-off or similar transaction) or (z) any other acquisition of the business of the Company, as determined by the Board. 

 

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(ii) Assumption of Options Upon Certain Events. In connection with a merger or consolidation of an entitywith the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards under the Plan in substitution for stock and stock-based awards issued by such entity or an affiliate thereof. The substitute Awardsshall be granted on such terms and conditions as the Board considers appropriate in the circumstances. 

 

f. Withholding. Each Participant shall pay to the Company, or make provisions satisfactory to the Company for payment of, any taxes required by law to bewithheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. The Board may allow Participants to satisfy such tax obligations in whole or in part by transferring shares of Common Stock,including shares retained from the Award creating the tax obligation, valued at their fair market value (as determined by the Board or as determined pursuant to the applicable option agreement). The Company may, to the extent permitted by law,deduct any such tax obligations from any payment of any kind otherwise due to a Participant. 

 

g. Amendment of Awards. The Board may amend, modify or terminate any outstanding Award including, but not limited to, substituting therefor another Award of the same or a different type, changing the date of exerciseor realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, *provided that*the Participant’s consent to such action shall be required unless the Board determines that the action, taking into account anyrelated action, would not materially and adversely affect the Participant. 

 

h. Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) allconditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied,including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may considerappropriate to satisfy the requirements of any applicable laws, rules or regulations. 

 

i. Acceleration. The Board may at any time provide that any Options shall become immediately exercisable in full or in part, that any Restricted Stock Awards shall be free of some or all restrictions, or that anyother stock-based Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be, despite the fact that the foregoing actions may (i) cause theapplication of Sections 280G and 4999 of the Code if a change in control of the Company occurs, or (ii) disqualify all or part of the Option as an Incentive Stock Option. 

 

**8. Miscellaneous**

 

a. Definitions. 

 

(i) ”Company,” for purposes of eligibility under the Plan, shall include any present or future subsidiary corporations of Sontra MedicalCorporation, as defined in Section 424(f) of the Code (a “Subsidiary”), and any present or future parent corporation of Sontra Medical Corporation, as defined in Section 424(e) of the Code. For purposes of Awards other than Incentive StockOptions, the term “Company” shall include any other business venture in which the Company has a direct or indirect significant interest, as determined by the Board in its sole discretion. 

 

(ii) “Code” means the Internal Revenue Code of 1986, as amended,and any regulations promulgated thereunder. 

 

(iii)“employee” for purposes of eligibility under the Plan (but not for purposes of Section 4(b)) shall include a person to whom an offer of employment has been extended by the Company. 

 

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b. No Right To Employment or Other Status. No person shall have any claim or right to be granted anAward, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate itsrelationship with a Participant free from any liability or claim under the Plan. 

 

c. No Rights As Shareholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a shareholder with respect to any shares of Common Stock to bedistributed with respect to an Award until becoming the record holder thereof. 

 

d. Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be granted under the Plan after the completion of ten years from the date on whichthe Plan was adopted by the Board, but Awards previously granted may extend beyond that date. 

 

e. Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time. 

 

f. Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of theCommonwealth of Massachusetts, without regard to any applicable conflicts of law. 

 

Adopted by the Board of Directors on 

March 12, 2003 

 

Approved by the shareholders on 

May 21, 2003 

 

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