SPARTA PHARMACEUTICALS, INC.
STOCK OPTION AGREEMENT
This certifies that, pursuant to the Sparta Pharmaceuticals, Inc. 1991
Stock Plan, as amended, the Board of Directors of Sparta Pharmaceuticals, Inc.
has granted an option to purchase shares of Common Stock of Sparta
Pharmaceuticals, Inc., as follows:
Name and Address Xxxxxx X. Xxxxx
of Optionee: 00 Xxxx Xxxx Xxxxx
Xxxxxxxx Xxxxxx, XX 00000
Position of Vice President and C.F.O.
Optionee:
Type of Option: Incentive Stock Option
Number of shares 40,000
subject to Option:
Exercise Price: $1.125
Date of Grant: Dec. 5, 1996
Expiration Date: Dec. 4, 2006
Vesting Schedule:
Options for 10,000 shares exercisable on or after 12/5/97
Options for 10,000 shares exercisable on or after 12/5/98
Options for 10,000 shares exercisable on or after 12/5/99
Options for 10,000 shares exercisable on or after 12/5/00
Exercise Following Termination:
If Optionee ceases to be an Employee before this Option is
exercised in full, the Option may be exercised as follows:
(a) If Optionee's termination is for "cause" (as
defined in the Plan), the Option shall be
forfeited immediately.
(b) If Optionee's termination is a result of
Disability or death, Optionee (or his Survivors)
may exercise, for a period of one year after such
date or until the expiration of the Option,
whichever is earlier, any portion of the Option
that was exercisable on the date of his
termination and a pro rata portion of the Options
that would have become exercisable on the next
anniversary of the date of grant (based on the
number of days that elapsed during the period
prior to the date of his termination).
(c) If Optionee's termination is not a result of
Disability or death or for "cause", Optionee may
exercise, for a period of three months after the
date of termination or until the expiration of
the Option, whichever is earlier, any portion of
the Option that was exercisable on the date of
his termination. If Optionee dies during such
three-month period, his Survivors may exercise
such portion of the Option within one year after
Optionee's death or until the expiration of the
Option, whichever is earlier.
The option is subject to all the terms and conditions of the
aforementioned Plan, a copy of which is attached to this certificate. Terms used
herein shall have the meanings set forth in the Plan.
The undersigned Optionee acknowledges receipt of a copy of the Plan and
agrees to be bound by the terms and conditions of the option set forth in the
Plan and in this Stock Option Agreement.
Date: SPARTA PHARMACEUTICALS, INC.
/s/ Xxxxx X. Xxxx
-----------------------------
By: Xxxxx X. Xxxx, Ph.D.
Title: President and C.E.O.
/s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
