Granted by

under the

This stock option agreement ("Option" or "Agreement") is and shall be subject in every respect to the provisions of 2012 Equity Incentive Plan (the "Plan"), of Cryo-Cell International, Inc. (the "Company"), which is incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Stock Option pursuant to the Plan. The holder of this Option (the "Participant") hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee ("Committee") or the Board shall be final, binding and conclusive upon the Participant and the Participant's heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term "Company" shall include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). Capitalized terms used herein but not defined shall have the same meaning as in the Plan.

1. Name of Participant: _______________________________________
2. Date of Grant: _____________________________________________
3. Total number of shares of Company common stock, $.01 par value, that may be acquired pursuant to this Option: _____________________________________

(subject to adjustment pursuant to Section 10 below).

Number of Incentive Stock Options: ____________________________

Number of Non-Qualified Options: _____________________________

4. Exercise price per share: $_____________________________________
5. Expiration Date of Option: ____________________________________
6. Vesting Schedule. Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option's expiration date, in installments as follows:

1. __________percent (______%) of the number of shares subject to the Option are first exercisable on the first anniversary of the date of grant (i.e., vesting occurs on ______); and
2. An additional __________percent (______%) of the number of shares subject to the Option are first exercisable on the __________through ________annual anniversaries of the date of grant (i.e., vesting occurs on ______________).

 

The right of exercise shall be cumulative. This Option may not be exercised at any time on or after the Option's expiration date. Vesting will automatically accelerate upon a Change in Control, or upon death or Disability. Vesting will not automatically accelerate upon Retirement. Rather, upon Retirement, vesting will continue in accordance with the vesting schedule.

 

7. Exercise Procedure.

7.1 Delivery of Notice of Exercise. This Option shall be exercised in whole or in part by the Participant's delivery to the Company of written notice (the "Notice of Exercise" attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:

(i) by tendering, either actually or by attestation, shares of Stock valued at Fair Market Value (as defined in Section 7.2 hereof) as of the day of exercise;

(ii) by irrevocably authorizing a third party, acceptable to the Committee, to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise;

(iii) by net shares settlement, whereby the Company withholds a sufficient portion of the exercise proceeds to pay the entire exercise price and any tax withholding resulting from such exercise;

(iv) by personal, certified or cashier's check, or

(v) by other property deemed acceptable by the Committee; or

(vi) by any combination thereof.

7.2 "Fair Market Value" means, with respect to a share of Stock on a specified date:

(i) the final reported sales price on the date in question (or if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) as reported in the principal consolidated reporting system with respect to securities listed or admitted to trading on the principal United States securities exchange on which the shares of Stock are listed or admitted to trading, as of the close of the market in New York City and without regard to after-hours trading activity; or

(ii) if the shares of Stock are not listed or admitted to trading on any such exchange, the closing bid quotation with respect to a share of Stock on such date, as of the close of the market in New York City and without regard to after-hours trading activity, or, if no such quotation is provided, on another similar system, selected by the Committee, then in use; or

(iii) if (i) and (ii) are not applicable, the Fair Market Value of a share of Stock as the Committee may determine in good faith and in accordance with Code Section 422 and the applicable requirements of Code Section 409A and the regulations promulgated thereunder. For purposes of the exercise of an Option, Fair Market Value on such date shall be the date a notice of exercise is received by the Company, of if not a day on which the market is open, the next day that it is open.

8. Delivery of Shares.

8.1 Delivery of Shares. Delivery of shares of Stock upon the exercise of this Option shall be subject to the following:

(i) Delivery of shares of Stock shall comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

(ii) The issuance of shares of Stock pursuant to the exercise of this Option may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

9. Change in Control.

9.1 In the event of an Involuntary Termination of Employment following a Change in Control, all Options held by the Participant will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.

10. Adjustment Provisions.

10.1 This Option, including the number of shares subject to the Option and the exercise price, shall be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of the Plan..

11. Termination of Option and Accelerated Vesting.

11.1 This Option shall terminate upon the Option's expiration date, or earlier as follows:

(i) Death. This Option shall vest and become exercisable in full in the event of the Participant's Termination of Service by reason of the Participant's death while this Option is unexercised. This Option may thereafter be exercised by the legal representative or legatee of the Participant for a period of one year from the date of death, subject to termination on the expiration date of this Option, if earlier..

(ii) Disability. This Option shall vest and become exercisable in full in the event of the Participant's Termination of Service by reason of Disability while this Option is unexercised. This Option may thereafter be exercised for a period of one year from the date of such Termination of Service by reason of Disability, subject to termination on the Option's expiration date, if earlier. Except to the extent prohibited by Code Section 409A, the Committee shall have sole authority and discretion to determine whether the Participant's Service has been terminated by reason of Disability.

(iii) Retirement. If the Participant's Service terminates by reason of the Participant's Retirement while this Option is unexercised, this Option shall not automatically become vested. Rather, upon Retirement, vesting will continue in accordance with the vesting schedule. The Option may be exercised for a period of one year from the date of the Option becomes fully vested, subject to termination on the Option's expiration date, if earlier (but exercising the Option more than three months after Termination of Service will result in the Option not being treated as an incentive stock option). For purposes of this Award, Retirement shall mean termination of Service after attaining age 65.

(iv) Termination for Cause. If the Participant's Service has been terminated for Cause, this Option shall immediately terminate and be of no further force and effect. The Board of Directors shall have sole authority and discretion to determine whether the Participant's employment has been terminated for Cause.

(v) Other Termination. If the Participant's Service terminates for any reason other than death, Disability or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following termination, subject to termination on the Option's expiration date, if earlier.

(vi) Incentive Option Treatment. No Option shall be eligible for treatment as an incentive option in the event such Option is exercised more than three months following termination of employment, or one year following termination of employment due to death or Disability and provided further, in order to obtain incentive option treatment for Options exercised by heirs or devisees of a Participant, the Participant's death must have occurred while employed or within three (3) months of termination of employment.

12. Miscellaneous.

     IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Option set forth above.

CRYO-CELL INTERNATIONAL, INC.

By:_____________________________

Its:_____________________________

     The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the 2012 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company's 2012 Equity Incentive Plan.

PARTICIPANT

________________________________

I hereby acknowledge the delivery to me by Cryo-Cell International, Inc. (the "Company") or its affiliate on _____________________________, of stock certificates for ____________________shares of common stock of the Company purchased by me pursuant to the terms and conditions of the Stock Option Agreement and the Cryo-Cell International, Inc. 2012 Equity Incentive Plan, as applicable, which shares were transferred to me on the Company's stock record books on ____________________.

Date:_____________________________ ______________________________________

Participant's signature