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EXHIBIT 99.4
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Option Agreement dated ____________
(the "Option Agreement") by and between InSite Vision Incorporated (the
"Corporation") and ___________ ("Optionee") evidencing the stock option (the
"Option") granted on such date to Optionee under the terms of the Corporation's
1994 Stock Option Plan, and such provisions shall be effective immediately. All
capitalized terms in this Addendum, to the extent not otherwise defined herein,
shall have the meanings assigned to them in the Option Agreement.
INVOLUNTARY TERMINATION FOLLOWING
CORPORATE TRANSACTION
1. Should there occur an Involuntary Termination of Optionee's
Service within twelve (12) months following a Corporate Transaction in which the
option is assumed by the successor corporation or parent thereof or be replaced
with a comparable option to purchase shares of the capital stock of the
successor corporation or parent thereof, then this Option, to the extent such
Option is at the time outstanding but not otherwise fully exercisable, shall
automatically accelerate so that this Option shall immediately become
exercisable for all the Option Shares at the time subject to the Option and may
be exercised for any or all of those shares as fully vested shares. This Option
as so accelerated shall remain exercisable until the earlier of (i) the
Expiration Date or (ii) the sooner termination of the Option under Paragraph 5
of the Option Agreement.
2. For purposes of this Addendum, the following definitions shall
be in effect:
CORPORATE TRANSACTION shall mean any of the following
stockholder-approved transactions:
- a merger or consolidation in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or
persons different from those who held those securities immediately prior
to such transaction, or
- the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation.
INVOLUNTARY TERMINATION shall mean the termination of the
Optionee's Service which occurs by reason of:
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(i) the Optionee's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or
(ii) the Optionee's voluntary resignation following (A) a
change in his or her position with the Corporation which materially
reduces his or her duties and responsibilities or the level of
management to which he or she reports, (B) a reduction in his or her
level of compensation (including base salary, fringe benefits and target
bonus under any incentive performance plan) by more than fifteen percent
(15%) or (C) a relocation of the Optionee's place of employment by more
than fifty (50) miles, provided and only if such change, reduction or
relocation is effected by the Corporation without the Optionee's
consent.
MISCONDUCT shall mean the Optionee's commission of any act of
fraud, embezzlement or dishonesty, any unauthorized use or disclosure by
Optionee of confidential information or trade secrets of the Corporation (or any
Parent or Subsidiary), or any other intentional misconduct by the Optionee which
adversely affects the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner. The foregoing definition shall not be deemed
to be inclusive of all the acts or omissions which the Corporation (or any
Parent or Subsidiary) may consider as grounds for the dismissal or discharge of
the Optionee or other person in the Service of the Corporation (or any Parent or
Subsidiary).
IN WITNESS WHEREOF, InSite Vision Incorporated has caused this
Addendum to be executed by its duly-authorized officer, and Optionee has
executed this Addendum, all as of the Effective Date specified below.
INSITE VISION INCORPORATED
By:_________________________________
Title:______________________________
____________________________________
OPTIONEE
EFFECTIVE DATE: _______________, 199__
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