Non-Qualified Stock Option Award Agreement – Irish Participant
EXHIBIT 10.20
Non-Qualified Stock Option Award Agreement – Irish Participant
1. Grant
of Option.
This evidences the grant by Emergent BioSolutions Inc., a Delaware corporation (the “Company”), to an employee of the Company (the “Participant”),
of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s Stock Incentive Plan (the “Plan”), that number
of shares (the “Shares”) of common stock, with a $0.001 par value per share, of the Company (“Common Stock”) set forth under the summary of the grant in your account in the Company’s third-party electronic stock administrative platform (the “Grant Summary”) at the Xxxxx Xxxxx identified on the Grant Summary. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the Expiration Date identified on the Grant Summary.
This option shall not be an incentive stock option as defined in Section 422 of the Internal Revenue
Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term
“Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.
The grant of options under the Plan is made at the discretion of the Company and the Plan may be
suspended or terminated by the Company at any time.
2. Vesting
Schedule.
This non-qualified stock option shall vest in the aggregate in three equal annual installments on
the day immediately prior to each anniversary of the grant date. Specifically, this option shall vest in accordance with the future vesting schedule indicated on the detailed view of the option as viewed under your account in the Company’s
third-party electronic stock administrative platform.
The right of exercise shall be cumulative so that to the extent the option is not exercised in any
period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Expiration Date or the termination of this option under Section 3 hereof
or the Plan.
3. Form
of Exercise. Each election to exercise this option shall be in accordance with the Company’s policies and procedures.
The Participant may purchase less than the number of shares covered hereby, provided that no
partial exercise of this option may be for any fractional share.
(a) Continuous
Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the
grant date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”).
(b) Termination
of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (c) and (d) below, the right to exercise this option shall terminate 90 days after such
cessation (but in no event after the Expiration Date), provided that
this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Expiration Date, violates the
non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon
such violation.
(c) Exercise
Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Expiration Date while he or she is an Eligible Participant and the Company has not
terminated such relationship for “cause” as specified in paragraph (d) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death
by an authorized transferee), provided that this option shall be
exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Expiration Date.
(d) Termination
for Cause. If, prior to the Expiration Date, the Participant’s employment or other relationship with the Company is terminated by the Company for Cause (as defined in the Plan), the right to exercise this option shall terminate
immediately upon the effective date of such termination of employment or other relationship.
4. Withholding.
No Shares will be issued pursuant to the exercise of this option unless and until the Participant
pays to the Company or the relevant subsidiaries, or makes provision satisfactory to the Company or the relevant subsidiaries for payment of, any relevant withholding taxes and social security required by law to be withheld in respect of this
option.
5. Nontransferability
of Option.
This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the
Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, shall be exercisable only by the Participant; provided, however, that the gratuitous
transfer of this Option by the Participant to or for the benefit of any immediate family member, domestic partner, family trust or other entity established for the benefit of the Participant and/or an immediate family member thereof if, with
respect to such proposed transferee, the Company would be eligible to use a Registration Statement on Form S-8 for the registration of the sale of the Common Stock subject to such Option under the Securities Act of 1933, as amended; provided,
further, that the Company shall not be required to recognize any such transfer until such time as the Participant and such authorized transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and
substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of the Option; and, provided, further, that no option intended to be an incentive stock option shall be transferable unless the
Board of Directors shall otherwise permit.
6. No
compensation for Loss
Under no circumstances on ceasing to be in employment or service of the Company or a subsidiary,
will the Participant be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under the Plan which the Participant might otherwise have enjoyed whether such compensation is claimed by way of damages for
wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever.
7. Data
Protection
(a) The Participant expressly acknowledges that the Company’s processing of his personal data is necessary:
i. for the performance of
this Irish Stock Option Award Agreement;
ii. for the legitimate
interests of the Company (which includes all the interests noted in Section 7(b) (i)-(vi) below); and/or
iii. to comply with the
Company’s legal obligations in Ireland and/or other EU member states in connection with: (a) the Participant’s employment; (b) any litigation, internal or regulatory investigation; or (c) as otherwise permitted by the Data Protection Xxx 0000 or by
Regulation EU 2016/679 (the “GDPR”).
(b) The Participant further acknowledges that the Company’s processing of his sensitive, or special categories of, personal data (which may
include information relating to health, personal characteristics, criminal offences, allegations of criminal conduct and trade union membership) is necessary:
|
i.
|
to carry out its or their obligations to the Participant in the fields of employment,
social security, and/or social protection;
|
ii. for the purposes of
preventative or occupational medicine, or the assessment of working capacity;
iii. for statistical purposes
and equal opportunities monitoring;
iv. to administer its
pensions and benefits schemes;
v. in connection with the
establishment, exercise or defence of legal claims; and/or
vi. for reasons of
substantial public interest, as further described in the Company’s data protection policy.
(c) The processing may include disclosure of personal data and sensitive or special categories
of personal data to third parties including benefit providers, prospective purchasers or service providers and governmental authorities.
(d) A separate privacy notice has been provided to you in accordance with article 13 of the GDPR.
(e) The Participant expressly acknowledges that the Company may transfer such data outside the European Economic Area (including, in particular,
to offices in the United States) for such purposes and acknowledge that such countries may not have laws which adequately safeguard such data.
8. Provisions of the Plan.
This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.
