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EXHIBIT 99.4
OPTION NO.: 2000-
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AMENDED AND RESTATED ARRAY BIOPHARMA INC.
STOCK OPTION AND INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Array BioPharma Inc., a Delaware corporation (the "Company"),
hereby grants an option to purchase shares of its common stock, $.001 par value,
(the "Stock") to the optionee named below. The terms and conditions of the
option are set forth in this cover sheet, in the attachment and in the Amended
and Restated Array BioPharma Inc. Stock Option and Incentive Plan (the "Plan").
Grant Date:__________ ___, 2000
Name of Optionee:
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Optionee's Social Security Number: - -
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Number of Shares Covered by Option:
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Option Price per Share: $ .
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Vesting Start Date: ,
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BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH
IS ALSO ATTACHED. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THE PLAN, AND
AGREE THAT THE PLAN WILL CONTROL IN THE EVENT ANY PROVISION OF THIS AGREEMENT
SHOULD APPEAR TO BE INCONSISTENT.
Optionee:
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(Signature)
Company:
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(Signature)
Title:
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Attachment
This is not a stock certificate or a negotiable instrument.
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AMENDED AND RESTATED
ARRAY BIOPHARMA INC.
STOCK OPTION AND INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
NONQUALIFIED STOCK This option is not intended to be an
OPTION incentive stock option under Section 422 of
the Internal Revenue Code and will be
interpreted accordingly.
VESTING This option is only exercisable before it
expires and then only with respect to the
vested portion of the option. Subject to
the preceding sentence, you may exercise
this option, in whole or in part, to
purchase a whole number of vested shares
not less than 100 shares, unless the number
of shares purchased is the total number
available for purchase under the option, by
following the procedures set forth in the
Plan and below in this Agreement.
Your right to purchase shares of Stock
under this option vests [___________]. The
resulting aggregate number of vested shares
will be rounded to the nearest whole
number, and you cannot vest in more than
the number of shares covered by this
option.
No additional shares of Stock will vest
after your Service has terminated for any
reason.
TERM Your option will expire in any event at the
close of business at Company headquarters
on the day before the 10th anniversary of
the Grant Date, as shown on the cover
sheet. Your option will expire earlier if
your Service terminates, as described
below.
REGULAR If your Service terminates for any reason,
TERMINATION other than death, Disability or Cause, then
your option will expire at the close of
business at Company headquarters on the
90th day after your termination date.
TERMINATION FOR If your Service is terminated for Cause,
CAUSE then you shall immediately forfeit all
rights to your option and the option shall
immediately expire.
DEATH If your Service terminates because of your
death, then
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your option will expire at the close of
business at Company headquarters on the
date 12 months after the date of death.
During that twelve-month period, your
estate or heirs may exercise the vested
portion of your option.
In addition, if you die during the 90-day
period described in connection with a
regular termination (i.e., a termination of
your Service not on account of your death,
Disability or Cause), and a vested portion
of your option has not yet been exercised,
then your option will instead expire on the
date 12 months after your termination date.
In such a case, during the period following
your death up to the date 12 months after
your termination date, your estate or heirs
may exercise the vested portion of your
option.
DISABILITY If your Service terminates because of your
Disability, then your option will expire at
the close of business at Company
headquarters on the date 12 months after
your termination date.
LEAVES OF ABSENCE For purposes of this option, your Service
does not terminate when you go on a bona
fide leave of absence that was approved by
the Company in writing, if the terms of the
leave provide for continued Service
crediting, or when continued Service
crediting is required by applicable law.
However, your Service will be treated as
terminating 90 days after you went on
leave, unless your right to return to
active work is guaranteed by law or by a
contract. Your Service terminates in any
event when the approved leave ends unless
you immediately return to active work.
The Company determines, in its sole
discretion, which leaves count for this
purpose, and when your Service terminates
for all purpose under the Plan.
NOTICE OF EXERCISE When you wish to exercise this option, you
must notify the Company by filing a notice
of exercise, in substantially the form
attached hereto as Exhibit A, with the
Company's Chief Financial Officer at the
Company's headquarters. Your notice must
specify how many shares you wish to
purchase (in a parcel of at least 100
shares generally). Your notice must also
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specify how your shares of Stock should be
registered (in your name only or in your
and your spouse's names as joint tenants
with right of survivorship). The notice
will be effective when it is received by
the Company.
If someone else wants to exercise this
option after your death, that person must
prove to the Company's satisfaction that he
or she is entitled to do so.
FORM OF PAYMENT When you submit your notice of exercise,
you must include payment of the option
price for the shares you are purchasing.
Payment may be made in one (or a
combination) of the following forms:
o Cash, your personal check, a cashier's
check, a money order or another cash
equivalent acceptable to the Company.
o Shares of Stock which have already
been owned by you for more than six
months and which are surrendered to
the Company. The value of the shares,
determined as of the effective date of
the option exercise, will be applied
to the option price.
o To the extent a public market for the
Stock exists as determined by the
Company, by delivery (on a form
prescribed by the Company) of an
irrevocable direction to a licensed
securities broker acceptable to the
Company to sell Stock and to deliver
all or part of the sale proceeds to
the Company in payment of the
aggregate option price and any
withholding taxes.
WITHHOLDING TAXES You will not be allowed to exercise this
option unless you make acceptable
arrangements to pay any withholding or
other taxes that may be due as a result of
the option exercise or sale of Stock
acquired under this option. In the event
that the Company determines that any
federal, state, local or foreign tax or
withholding payment is required relating to
the exercise or sale of shares arising from
this grant, the Company shall have the
right to require such payments from you, or
withhold such amounts from other payments
due to you from the Company or any
Affiliate.
TRANSFER OF OPTION During your lifetime, only you (or, in the
event of your legal incapacity or
incompetency, your guardian or legal
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representative) may exercise the option.
You cannot transfer or assign this option.
For instance, you may not sell this option
or use it as security for a loan. If you
attempt to do any of these things, this
option will immediately become invalid. You
may, however, dispose of this option in
your will or it may be transferred upon
your death by the laws of descent and
distribution.
Regardless of any marital property
settlement agreement, the Company is not
obligated to honor a notice of exercise
from your spouse, nor is the Company
obligated to recognize your spouse's
interest in your option in any other way.
RETENTION RIGHTS Neither your option nor this Agreement
gives you the right to be retained by the
Company (or any Parent, Subsidiaries or
Affiliates) in any capacity. The Company
(and any Parent, Subsidiaries or
Affiliates) reserve the right to terminate
your Service at any time and for any
reason.
SHAREHOLDER RIGHTS You, or your estate or heirs, have no
rights as a shareholder of the Company
until a certificate for your option's
shares has been issued. No adjustments are
made for dividends or other rights if the
applicable record date occurs before your
stock certificate is issued, except as
described in the Plan.
ADJUSTMENTS In the event of a stock split, a stock
dividend or a similar change in the Stock,
the number of shares covered by this option
and the option price per share may be
adjusted (and rounded down to the nearest
whole number) pursuant to the Plan. Your
option shall be subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the Company is
subject to such corporate activity.
LEGENDS All certificates representing the Stock
issued upon exercise of this option shall,
where applicable, have endorsed thereon the
following legends:
"THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AND OPTIONS TO PURCHASE SUCH
SHARES SET FORTH IN AN AGREEMENT BETWEEN
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THE COMPANY AND THE REGISTERED HOLDER, OR
HIS OR HER PREDECESSOR IN INTEREST. A COPY
OF SUCH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY AND WILL BE
FURNISHED UPON WRITTEN REQUEST TO THE
SECRETARY OF THE COMPANY BY THE HOLDER OF
RECORD OF THE SHARES REPRESENTED BY THIS
CERTIFICATE."
"THE SHARES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY
SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, AND MAY NOT BE SOLD, PLEDGED,
OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION OR QUALIFICATION
THEREOF UNDER SUCH ACT AND SUCH APPLICABLE
STATE OR OTHER JURISDICTION'S SECURITIES
LAWS OR AN OPINION OF COUNSEL, SATISFACTORY
TO THE COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION AND QUALIFICATION IS NOT
REQUIRED."
APPLICABLE LAW This Agreement will be interpreted and
enforced under the laws of the State of
Colorado, other than any conflicts or
choice of law rule or principle that might
otherwise refer construction or
interpretation of this Agreement to the
substantive law of another jurisdiction.
THE PLAN The text of the Plan is incorporated in
this Agreement by reference. CERTAIN
CAPITALIZED TERMS USED IN THIS AGREEMENT
ARE DEFINED IN THE PLAN, AND HAVE THE
MEANING SET FORTH IN THE PLAN.
This Agreement and the Plan constitute the
entire understanding between you and the
Company regarding this option. Any prior
agreements, commitments or negotiations
concerning this option are superseded.
OTHER AGREEMENTS YOU AGREE, AS A CONDITION OF THE GRANT OF
THIS OPTION, THAT IN CONNECTION WITH THE
EXERCISE OF THE OPTION, YOU WILL EXECUTE
SUCH DOCUMENT(s) AS NECESSARY TO BECOME A
PARTY TO ANY SHAREHOLDER AGREEMENT OR
VOTING TRUST AS THE COMPANY MAY REQUIRE.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS
AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
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EXHIBIT A
NOTICE OF EXERCISE
The undersigned hereby gives notice to Array BioPharma Inc. (the "COMPANY") of
the desire to purchase shares of common stock of the Company pursuant to
Nonqualified Stock Option Agreement No.________.
1. EXERCISE OF OPTION.
Name:
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Date:
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Shares to be Exercised:
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Price:
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2. DELIVERY OF PAYMENT. Purchaser herewith delivers to the Company the
full purchase price for the Shares as follows. (Check all that apply
and complete as appropriate. The total payment must equal the purchase
price of the Shares.)
[ ] cash in the amount of $
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[ ] check in the amount of $
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[ ] by surrender of shares owned and held for more than six months
with a value of $__________ represented by certificate number
__________
[ ] pursuant to a broker transaction with
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3. SHARE REGISTRATION. The Shares are to be registered (Check one only):
[ ] in Purchaser's name, or
[ ] in Purchaser's name and the name of Purchaser's spouse, as joint
tenants with right of survivorship
Purchaser's spouse's name:
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Purchaser's spouse's Social Security No.: - -
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Sign Here
Social Security No.: - -
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Address:
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