EXHIBIT 10.5
VION PHARMACEUTICALS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
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UNDER THE SENIOR EXECUTIVE STOCK OPTION PLAN
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Vion Pharmaceuticals, Inc., a Delaware corporation (the "Company"),
hereby grants as of the 11th day of January 1999, to Xxxx Xxxxxxx (the
"Optionee"), a non-qualified stock option to purchase 40,000 shares (the "Option
Shares") of its Common Stock, $0.01 par value (the "Common Stock"), at the price
of $5.25 per share, on the following terms and conditions:
1. Grant Under Senior Executive Stock Option Plan. This option is
granted pursuant to and is governed by the Company's Senior Executive Stock
Option Plan (the "Plan"), which is attached hereto as Exhibit A and incorporated
herein by reference. Unless the context otherwise requires, terms used herein
shall have the same meaning as in the Plan. Determinations made in connection
with this option pursuant to the Plan shall be governed by the Plan as it exists
on this date.
2. Grant as Non-Qualified Stock Option; Other Options. This option
shall be treated for Federal income tax purposes as a non-qualified stock
option, and the Board of Directors will take appropriate action, if necessary,
to achieve this result. This option is in addition to any other options
hereafter granted to the Optionee by the Company, but a duplicate original of
this instrument shall not affect the grant of another option.
3. Vesting. The Optionee may exercise this option for the percentage of
Option Shares set opposite the applicable date on or after such date:
July 11, 1999 - 100%.
Notwithstanding the terms of Article 10 of the Plan, this option may be
exercised up to and including the date which is ten (10) years from the date
this option is granted, regardless of whether or not the Optionee has continued
to serve the Company in the capacity of an employee, officer, director,
consultant or otherwise prior to the expiration of this option.
4. Partial Exercise. Exercise of this option up to the extent vested as
stated above may be made in part at any time and from time to time within the
above limits, except that this option may not be exercised for a fraction of a
share unless such exercise is with respect to the final installment of stock
subject to this option and a fractional share (or cash in lieu thereof) must be
issued to permit the Optionee to exercise completely such final installment. Any
fractional share with respect to which an installment of this option cannot be
exercised because of the
limitation contained in the proceeding sentence shall remain subject to this
option and shall be available for later purchase by the Optionee in accordance
with the terms hereof.
5. Payment of Price. The option price is payable in United States
dollars and may be paid in cash or by check, or any combination of the
foregoing, equal in amount to the option price. The Board of Directors, in its
sole discretion, may permit the option price to be paid by delivery of shares of
the Company's Common Stock having an aggregate fair market value (as determined
in accordance with the Plan) equal as of the date of exercise to the option
price. The Board of Directors, in its sole discretion, may permit the option
price to be paid by delivery of the Optionee's personal recourse note bearing
interest payable not less than annually at no less than 100% of the lowest
Applicable Federal Rate, as defined in Section 1274(d) of the Code, or by any
combination of the foregoing equal in amount to the option price.
6. Method of Exercising Option. Subject to the terms and conditions of
this Agreement, this option may be exercised by written notice to the Company,
at the principal executive office of the Company, or to such transfer agent as
the Company shall designate. Such notice shall state the election to exercise
this option and the number of shares in respect of which it is being exercised
and shall be signed by the person or persons so exercising this option. Such
notice shall be accompanied by payment of the full purchase price of such
shares, or such other documents as is necessary to effect payment of the
exercise price as set forth herein and the Company shall deliver a certificate
or certificates representing such shares as soon as practicable after the notice
shall be received. The certificate or certificates for the shares as to which
this option shall have been so exercised shall be registered in the name of the
person or persons so exercising this option and shall be delivered as provided
above to or upon the written order of the person or persons exercising this
option. In the event this option shall be exercised, pursuant to the terms
hereof, by any person or persons other than the Optionee, such notice shall be
accompanied by appropriate proof of the right of such person or persons to
exercise this option. All shares that shall be purchased upon the exercise of
this option as provided herein shall be fully paid and non-assessable.
7. No Obligation to Exercise Option. The grant and acceptance of this
option imposes no obligation on the Optionee to exercise it.
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8. No Obligation to Continue Business Relationship. The Company is not
by the Plan or this option obligated to continue to maintain a Business
Relationship with the Optionee, nor is the Optionee required to maintain a
Business Relationship with the Company.
9. No Rights as Stockholder until Exercise. The Optionee shall have no
rights as a stockholder with respect to shares subject to this Agreement until a
stock certificate therefor has been issued to the Optionee and is fully paid
for. Except as is expressly provided in the Plan with respect to certain changes
in the capitalization of the Company, no adjustment shall be made for dividends
or similar rights for which the record date is prior to the date such stock
certificate is issued.
10. Capital Changes and Business Successions. The Plan contains
provisions covering the treatment of options in a number of contingencies such
as stock splits and mergers. Provisions in the Plan for adjustment with respect
to stock subject to options and the related provisions with respect to
successors to the business of the Company are hereby made applicable hereunder
and are incorporated herein by reference.
11. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the internal laws of the State of Delaware without giving
effect to its conflicts of laws principles.
IN WITNESS WHEREOF the Company and the Optionee have caused this
instrument to be executed, and the Optionee whose signature appears below
acknowledges receipt of a copy of the Plan and acceptance of an original copy of
this Agreement.
VION PHARMACEUTICALS, INC.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
` Title: Chief Executive Officer
OPTIONEE:
/s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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