QUOIN PHARMACEUTICALS LTD. NON-QUALIFIED OPTION AWARD
Exhibit 10.35
FORM
QUOIN PHARMACEUTICALS LTD.
This is a Non-Qualified Stock Option Award Agreement (a/k/a “Grant Notification Letter”) dated April 12, 2022 (together with all schedules hereto, this “Agreement”) is entered into by and between Quoin Pharmaceuticals Ltd. (the “Company”) and ____________________(the “Grantee”).
1. Definitions. The following terms have the meanings ascribed to them below. Capitalized terms used in this Agreement but not defined herein have the meanings given to them in the Plan.
or other pay or (ii) the Grantee continues to participate in one or more health and welfare plans maintained by a Company on the same basis as active employees. Whether the Grantee ceases to have a regular obligation to perform services for the Company shall be determined by the Committee in its sole discretion. Notwithstanding the foregoing, if the Grantee is a party to an agreement with the company which establishes the effective date of the Grantee’s termination of service for purposes of this Agreement, that date shall apply.
2. Grant of Option. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Grantee the Option to purchase any or all of the Shares, as set forth in the Long-Term Incentive Awards Summary Schedule, subject to the terms and conditions set forth herein and in the Plan.
3. Time of Exercise of Options.
document, the Option shall be deemed automatically exercised immediately before the time at which the Option is scheduled to expire, if the Option satisfies the following conditions:
An Option subject to this Paragraph 3(c) shall be exercised via cashless exercise, such that subject to the other terms and conditions of the Plan, following the date of exercise, the Company shall deliver to the Grantee Shares having a value, at the time of exercise, equal to the excess, if any, of (A) the value of such Shares based on the last reported sale price of such Shares or ADSs, as applicable, on the principal exchange on which Shares or ADSs, as applicable, are listed on the date of determination, or if such date is not a trading day, the last preceding trading date, over (B) the sum of (1) the aggregate Purchase Price for such Shares, plus (2) the applicable tax withholding amounts (as determined pursuant to Paragraph 14) for such exercise; provided that in connection with such cashless exercise that would not result in the issuance of a whole number of Shares, the Company shall pay cash in lieu of any fractional Share.
4. Transaction.
Transaction, the Option shall be exercisable effective as of the seventh day preceding the closing, and shall expire effective as of such closing.
5. Payment for Shares. Full payment for Shares purchased upon the exercise of an Option shall be made in cash, check, or wire transfer, or, at the request of the Grantee, via cashless exercise, such that subject to the other terms and conditions of this Agreement and the Plan, the Company shall deliver to the Grantee Shares having a Fair Market Value, as of the Date of Exercise, equal to the excess, if any, of (a) the Fair Market Value of such Shares on the Date of Exercise of the Option over (b) the sum of (i) the aggregate Purchase Price for such Shares, plus (ii) the applicable tax withholding amounts for such exercise, provided that in connection with a cashless exercise that would not result in the issuance of a whole number of Shares, the Company shall withhold cash that would otherwise be payable to the Grantee from its regular payroll or the Grantee shall deliver cash or a certified check payable to the order of the Company for the balance of the Purchase Price for a whole Share to the extent necessary to avoid the issuance of a fractional Share or the payment of cash by the Company.
6. Manner of Exercise. The Option shall be exercised by giving written notice of exercise in accordance with the manner prescribed by the Committee. Such notice shall be deemed to have been given when hand-delivered, telecopied or mailed, first class postage prepaid, and shall be irrevocable once given.
7. Nontransferability of Option. The Option may not be transferred or assigned by the Grantee otherwise than by will or the laws of descent and distribution or be exercised during his life other than by the Grantee or for his benefit by his attorney-in-fact or guardian. Any attempt at assignment, transfer, pledge, or disposition of the Option contrary to the provisions hereof or the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. Any exercise of the Option by a person other than the Grantee shall be accompanied by appropriate proofs of the right of such person to exercise the Option.
8. Securities Laws. The Committee may from time to time impose any conditions on the exercise of the Option as it deems necessary or appropriate to comply with the then-existing requirements of the 1933 Act or the 1934 Act, including Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission. If the listing, registration or qualification of Shares or ADSs, as applicable, issuable on the exercise of the Option upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the purchase of such Shares or ADSs, the Company shall not be obligated to issue or deliver the certificates representing the Shares or ADSs otherwise issuable on the exercise of the Option unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company may cause a legend to be placed on such Shares or ADSs calling attention to the fact that they have been acquired for investment and have not been registered.
9. Issuance of Certificate or Book Entry at Closing. Subject to the provisions of this Paragraph 9, the Closing Date shall occur as promptly as is feasible after the exercise of the Option. Subject to the provisions of Paragraphs 8 and 10 hereof, at the Closing, either (i) a certificate for the Shares issuable on the exercise of the Option shall be delivered to the Grantee or to his personal representative, heir, or legatee or (ii) the transfer of ownership of such Shares shall be recorded on the Company’s book entry system.
10.Rights Prior to Exercise. The Grantee shall not have any right as a stockholder with respect to any Shares subject to his Options until the Option shall have been exercised in accordance with the terms of the Plan and this Agreement and the Company shall have delivered the Shares. In the event that the Grantee’s Termination of Service with the Company is for Cause, upon a determination by the Committee, the Grantee shall automatically forfeit all Shares otherwise subject to delivery upon exercise of an Option but for which the Company has not yet delivered the Shares.
11.Status of Option; Interpretation. The Option is intended to be a non-qualified stock option. Accordingly, it is intended that the transfer of property pursuant to the exercise of the Option be subject to United States federal income tax in accordance with section 83 of the Code. The Option is not intended to qualify as an incentive stock option within the meaning of section 422 of the Code. The interpretation and construction of any provision of this Option or the Plan made by the Committee shall be final and conclusive and, insofar as possible, shall be consistent with the intention expressed in this Paragraph 11.
12.Option Not to Affect Employment. The Option granted hereunder shall not confer upon the Grantee any right to continue in service as an employee, officer or director of the Company or any subsidiary of the Company.
13.Miscellaneous.
14.Withholding of Taxes. Whenever the Company proposes or is required to deliver or transfer Shares in connection with the exercise of the Option, the Company shall have the right to (a) withhold Shares subject to the Grantee’s exercise of the Option as provided in Paragraph 5 of the Agreement, (b) require the Grantee to remit to the Company an amount sufficient to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or certificates for such Shares or (c) take whatever action it deems necessary to protect its interests with respect to tax liabilities.
[Signature page follows]
IN WITNESS WHEREOF, the Company has granted this Agreement on the day and year first above written.
| QUOIN PHARMACEUTICALS LTD. |
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| Name: |
| Title: |
| GRANTEE |
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| Name: |
LONG-TERM INCENTIVE AWARDS SUMMARY SCHEDULE
This Long-Term Incentive Awards Summary Schedule (this “Schedule”) provides certain information related to the Non-Qualified Option the Grantee was granted by Quoin Pharmaceuticals Ltd. This Schedule is intended to be, and shall at all times be interpreted as, a part of your Quoin Pharmaceuticals Ltd. Non-Qualified Option Award document.
Grantee: | |
Date of Grant: | April 12, 2022 |
Per ADS Purchase Price: | $1.40 |
Shares Represented by ASDs Subject to Option: | [TBD] Shares represented by [TBD] ADSs |
Vesting Dates /Exercisability of Option: | 25% of the Shares represented by ADSs subject to the Option may be exercised following April 12, 2023. 25% of the Shares represented by ADSs subject to the Option may be exercised following April 12, 2024. 25% of the Shares represented by ADSs subject to the Option may be exercised following April 12, 2025. 25% of the Shares represented by ADSs subject to the Option may be exercised following April 12, 2026. |
Option Term: | 10 Years, except as otherwise provided in your Quoin Pharmaceuticals Ltd. Non-Qualified Option Award Agreement. |