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EXHIBIT 99.2
NEORX CORPORATION
STOCK OPTION AGREEMENT
GRANT TO EMPLOYEE
THIS AGREEMENT is made between NeoRx Corporation ("NeoRx") and Xxxxxxxx X.
Given, M.D. ("Employee").
GRANT DATE: The effective date of this Agreement is July 30, 2001 (the "Grant
Date").
GRANT: The Board of Directors hereby grants to Employee an Option to purchase
150,000 shares (the "Shares") of NeoRx Common Stock at the Option price of $3.35
per share ("Option"). The Option is granted outside the NeoRx Corporation
Restated 1994 Stock Option Plan (the "Plan") but, except as expressly provided
otherwise herein, is subject to the terms and conditions of the Plan.
NONQUALIFIED STOCK OPTION: This Option is granted as a nonqualified stock
option, which is not intended to qualify as an "incentive stock option" as that
term is used under Section 422 of the Internal Revenue Code of 1986, as amended.
TERM: The term of the Option is ten years from the Grant Date, unless sooner
terminated.
EXERCISE: During your lifetime only you can exercise the Option. The Plan
provides for exercise of the Option by the personal representative of your
estate or the beneficiary thereof following your death.
TERMINATION OF OPTION: The unvested portion of the Option shall terminate
automatically upon termination of employment or services for any reason. The
vested portion of the Option shall remain exercisable until the earliest of:
(a) the tenth anniversary of the Grant Date;
(b) one year after termination of employment or if later, three months
after termination of either employment or services (whether as a director,
consultant or other service provider) with NeoRx or a related corporation for
any reason other than for cause or by reason of total disability or death;
(c) one year after termination by reason of total disability (as
defined in the Plan) or death; and
(d) immediately upon termination for cause (as defined in the Plan).
If Employee dies while the Option is still exercisable, the Option
shall remain exercisable until the earlier of (i) the tenth anniversary of the
Grant Date and (ii) one year from the date of death.
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IT IS EMPLOYEE'S RESPONSIBILITY TO BE AWARE OF THE DATE ON WHICH THE
OPTION TERMINATES AND IS NO LONGER EXERCISABLE.
NONTRANSFERABILITY OF OPTION: The Option is not transferable except by will or
by the applicable laws of descent and distribution.
VESTING AND EXERCISABILITY: 1/12th of the Option will vest and become
exercisable after each full month of employment with the Company.
TERMS OF PAYMENT: The Option price shall be payable in full at the time of
exercise in cash, by personal check of Employee, in NeoRx Common Stock ("Stock")
(which has been held for at least six months) or any other form of consideration
permitted by NeoRx, or a combination hereof, as Employee may determine. Stock
delivered as full or partial payment upon exercise shall be valued at the fair
market value of the Stock on the date of exercise, where the term "fair market
value" is defined as the price of the last trade of Stock reported by NASDAQ on
the date of exercise.
DIVIDEND, STOCK SPLIT, COMBINATION OR RECLASSIFICATION: If, from time to time,
during the term of this Agreement, there is any stock dividend, stock split,
combination of shares, or reclassification of the outstanding Stock, then any
and all new, substituted or additional shares to which Employee is entitled by
reason of this Agreement shall be included in the word "Shares" for all purposes
of this Agreement with the same force and effect as the shares presently subject
to this Agreement and there shall be a corresponding adjustment to the price for
each share.
Please execute the Acceptance and Acknowledgment set forth below on the
enclosed copy of this Agreement and return it to the undersigned. By your
signature below, Employee also acknowledges receipt of the Plan and the Plan
Summary.
NEORX CORPORATION
By /S/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
Its Controller
EMPLOYEE
/S/ XXXX X. GIVEN
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Xxxxxxxx X. Given, M.D.
