Cougar Biotechnology, Inc. Stock Option Agreement (Incentive)
(Incentive)
This
Stock Option Agreement is made and entered into as of the __th day of ______,
___, between ___________ (“Optionee”)
and
Cougar Biotechnology, Inc., a Delaware corporation (the “Company”).
Background
A. Optionee
has been hired to serve as an employee and the Company or the Company desires
to
induce Optionee to continue to serve the Company as an employee.
B. The
Company has adopted the 2003 Stock Option Plan, as amended (the “Plan”)
pursuant to which shares of common stock of the Company have been reserved
for
issuance under the Plan.
Now,
Therefore,
the
parties hereto agree as follows:
1. Incorporation
by Reference.
The
terms and conditions of the Plan, a copy of which has been delivered to
Optionee, are hereby incorporated herein and made a part hereof by reference
as
if set forth in full. In the event of any conflict or inconsistency between
the
provisions of this Agreement and those of the Plan, the provisions of the Plan
shall govern and control.
2. Grant
of Option; Purchase Price.
Subject
to the terms and conditions herein set forth, the Company hereby irrevocably
grants from the Plan to Optionee the right and option, hereinafter called the
“Option”,
to
purchase all or any part of an aggregate of the number of shares of common
stock, $.0001 par value, of the Company (the “Shares”)
set
forth at the end of this Agreement after “Number
of Shares:”
at
the
price per Share set forth at the end of this Agreement after “Purchase
Price”,
which
Purchase Price is equal to the fair market value of the Company’s common stock
on the date of grant, as determined by the Board of Directors in its
discretion.
3. Exercise
and Vesting of Option.
The
Option shall be exercisable only to the extent that all, or any portion thereof,
has vested in the Optionee. Except as provided herein in paragraph 4, the
Options shall vest in Optionee in ____ cumulative installments of _______
percent (___%) of the total grant beginning on the first anniversary of the
date
of this Agreement, with an additional ______ percent (___%) of the total grant
becoming exercisable on each of the next ___ (__) successive anniversaries
of
such date, so long as Optionee remains an Optionee of the Company (each such
date is hereinafter referred to singularly as a “Vesting
Date”
and
collectively as “Vesting
Dates”).
4. Termination
of Employment.
In the
event that the Optionee ceases to be employed by the Company, for any reason
or
no reason, with or without cause, prior to any Vesting Date, that part of the
Option scheduled to vest on such Vesting Date, and all parts of the Option
scheduled to vest in the future, shall not vest and all of Optionee's rights
to
and under such non-vested parts of the Option shall terminate.
5. Term
of Option.
To the
extent vested, and except as otherwise provided in this Agreement, the Option
shall be exercisable for ten (10) years from the date of this Agreement;
provided,
however,
that in
the event Optionee ceases to be employed by the Company, for any reason or
no
reason, with or without cause, Optionee or Optionee’s legal representative shall
have ninety (90) days from the date of such termination of Optionee’s position
as an employee to exercise any part of the Option vested pursuant to Section
3
of this Agreement. Upon the expiration of such ninety (90) day period, or,
if
earlier, upon the expiration date of the Option as set forth above, the Option
shall terminate and become null and void.
6. Rights
of Option Holder.
Optionee, as holder of the Option, shall not have any of the rights of a
shareholder with respect to the Shares covered by the Option except to the
extent that one or more certificates for such Shares shall be delivered to
him
or her upon the due exercise of all or any part of the Option.
7. Transferability.
The
Option shall not be transferable except to the extent permitted by the
Plan.
8. Securities
Law Matters.
Optionee acknowledges that the Shares to be received by Optionee upon exercise
of the Option may have not been registered under the Securities Act of 1933
or
the Blue Sky laws of any state (collectively, the “Securities
Acts”).
If
such Shares have not been so registered, Optionee acknowledges and understands
that the Company is under no obligation to register, under the Securities Acts,
the Shares received by Optionee or to assist Optionee in complying with any
exemption from such registration if Optionee should at a later date wish to
dispose of the Shares. Optionee acknowledges that if not then registered under
the Securities Acts, the Shares shall bear a legend restricting the
transferability thereof, such legend to be substantially in the following
form:
“The
shares represented by this certificate have not been registered or qualified
under federal or state securities laws. The shares may not be offered for sale,
sold, pledged or otherwise disposed of unless so registered or qualified, unless
an exemption exists or unless such disposition is not subject to the federal
or
state securities laws, and the Company may require that the availability or
any
exemption or the inapplicability of such securities laws be established by
an
opinion of counsel, which opinion of counsel shall be reasonably satisfactory
to
the Company.”
9. Incentive
Stock Option.
The
Company intends that the Option shall be an incentive stock option governed
by
the provisions of Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”).
The
terms of the Plan and the Option shall be interpreted and administered so as
to
satisfy the requirements of the Code.
10. Optionee
Representations.
Optionee hereby represents and warrants that Optionee has reviewed with
Optionee’s own tax advisors the federal, state, and local tax consequences of
the transactions contemplated by this Agreement. Optionee is relying solely
on
such advisors and not on any statements or representation of the Company or
any
of its agents. Optionee understands that Optionee will be solely responsible
for
any tax liability that may result to Optionee as a result of the transactions
contemplated by this Agreement. The Option, if exercised, will be exercised
for
investment and not with a view to the sale or distribution of the Shares to
be
received upon exercise thereof.
11. Notices.
All
notices and other communications provided in this Agreement will be in writing
and will be deemed to have been duly given when received by the party to whom
it
is directed at the following addresses:
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If
to the Company:
▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn:
Chief Executive Officer
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If
to Optionee:
________________________
__________________________
______________________
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12. General.
(a) The
Option is granted pursuant to the Plan and is governed by the terms thereof.
The
Company shall at all times during the term of the Option reserve and keep
available such number of Shares as will be sufficient to satisfy the
requirements of this Option Agreement.
(b) Nothing
herein expressed or implied is intended or shall be construed as conferring
upon
or giving to any person, firm, or corporation other than the parties hereto,
any
rights or benefits under or by reason of this Agreement.
(c) Each
party hereto agrees to execute such further documents as may be necessary or
desirable to effect the purposes of this Agreement.
(d) This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original, but all of which shall constitute one and the same
agreement.
(e) This
Agreement, in its interpretation and effect, shall be governed by the laws
of
the State of California applicable to contracts executed and to be performed
therein.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
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Number
of Shares: ________
Exercise
Price: $___/share
|
OPTIONEE:
_________________________
Name:
_________
|
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By:
_________________________
Its:
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