GENSPERA, INC.
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Grantee:
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Grant Date:
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GENSPERA,
INC.
2007
EQUITY COMPENSATION PLAN
This
NONQUALIFIED
STOCK OPTION GRANT
(“Grant
Instrument”), dated as of ____________ ____, 20__ (the “Date of Grant”), is
delivered by GenSpera, Inc. (the “Company”) to
___________________________________________________ (the
“Grantee”).
RECITALS
A. The
GenSpera, Inc. 2007 Equity Compensation Plan (the “Plan”) provides for the grant
of options to purchase shares of common stock of the Company. The Board of
Directors of the Company (the “Board”) has decided to make a stock option grant
as an inducement for the Grantee to promote the best interests of the Company
and its stockholders. A copy of the Plan is attached as Appendix
A
to this
Grant Instrument.
B. The
Board
is authorized to appoint a committee to administer the Plan. If a committee
is
appointed, all references in this Grant Instrument to the “Board” shall be
deemed to refer to the committee.
NOW,
THEREFORE, the parties to this Grant Instrument, intending to be legally bound
hereby, agree as follows:
1. Grant
of Option:
Subject
to the terms and conditions set forth in this Grant Instrument and in the Plan,
the Company hereby grants to the Grantee a nonqualified stock option (the
“Option”) to purchase ______________ shares of common stock of the Company
(“Shares”) at an exercise price of $__________ per Share. The Option shall
become vested and exercisable according to Paragraph 2 below.
2. Vesting
of Option.
(a)
The
Option shall become vested on the following Vesting Date:
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Vesting
Date
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Vested
Date
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(b) The
Grantee may exercise the Option before or after it becomes vested, provided
that
if the Grantee exercises any portion of the Option before it has become vested,
the Shares received upon the exercise of the nonvested Option (“Nonvested
Shares”) shall be subject to the restrictions described in Subsection (c) below
until the date on which the applicable portion of the Option would have vested.
The period before the applicable portion of the Option would have vested is
referred to as the “Restriction Period.”
(c) During
the Restriction Period, the Grantee may not sell, assign, encumber or otherwise
transfer the Nonvested Shares, notwithstanding anything in the Plan to the
contrary. If the Grantee ceases to be employed by, or provide service to, the
Company for any reason during the Restriction Period, the Grantee shall
immediately return the Nonvested Shares to the Company and the Company shall
pay
to the Grantee, as consideration for the return of the Nonvested Shares, $______
per share for each returned Share. If the Grantee continues to be employed
by,
or perform service to, the Company through the vesting dates described in
Subsection (a) above, the restrictions on the Nonvested Shares shall lapse
according to the vesting schedule.
(d) If
the
Grantee exercises the Option and receives Nonvested Shares, the Grantee shall
have the right to vote any Nonvested Shares and to receive dividends and
distributions on Nonvested Shares during the Restriction Period, provided that
all dividends and distributions payable on Nonvested Shares during the
Restriction Period shall be held by the Company subject to the same restrictions
as the underlying Nonvested Shares.
(e) Any
stock
certificates representing Nonvested Shares shall be held in escrow by the
Company or by an escrow agent designated by the Company until the Nonvested
Shares vest. When the Grantee obtains a vested right to the Nonvested Shares,
a
certificate representing the vested Shares shall be issued to the Grantee.
The
certificate representing the vested Shares shall be duly endorsed (or
accompanied by an executed stock power) so as to transfer to the Grantee all
right, title and interest in and to the Shares represented by such
certificate.
3. Lock-Up
Period.
Notwithstanding the provisions of Paragraph 2, above, Xxxxxxx agrees that
Grantee will not sell, transfer, or otherwise dispose of any securities of
the
Company during the period: (i) commencing upon the date that the Company’s
registration statement filed with the Securities and Exchange Commission with
respect to Company’s initial public offering (“IPO”) is declared effective (the
“IPO Effective Date”) and, (ii) terminating on the 180th
day
following the IPO Effective Date (the “Lock-Up Period”), provided, however, that
the Lock-Up Period may be shortened to any period less than 180 days from the
IPO Effective Date if agreed to by the managing underwriter for the
IPO.
4. Term
of Option.
(a) The
Option shall have a term of ten (10) years from the Date of Grant and shall
terminate at the expiration of that period (_____________ ___, 20____), unless
it is terminated at an earlier date pursuant to the provisions of this Grant
Instrument or the Plan.
(b) The
Option shall automatically terminate upon the happening of the first of the
following events:
(i) The
expiration of the 90-day period after the Grantee ceases to be employed by,
or
provide service to, the Company, if the termination is for any reason other
than
disability (as defined in the Plan) or death.
(ii) The
expiration of the one-year period after the Grantee ceases to be employed by,
or
provide service to, the Company on account of the Grantee’s disability (as
defined in the Plan).
(iii) The
expiration of the one-year period after the Grantee ceases to be employed by,
or
provide service to, the Company, if the Grantee dies while employed by, or
providing service to, the Company or within 90 days after the Grantee ceases
to
be so employed or provide services on account of a termination described in
Subparagraph (i) above.
Notwithstanding
the foregoing, in no event may the Option be exercised after the date that
is
ten (10) years from the Date of Grant. Any portion of the Option that is not
vested at the time the Grantee ceases to be employed by, or provide service
to,
the Company shall immediately terminate.
5. Exercise
Procedures.
(a) Subject
to the provisions of Paragraphs 2, 3 and 4 above, the Grantee may exercise
part
or all of the Option by giving the Board written notice of intent to exercise
in
the manner provided in Paragraph 14 below, specifying the number of Shares
as to
which the Option is to be exercised. On the delivery date, the Grantee shall
pay
the exercise price (i) in cash, (ii) with the approval of the Board, by
delivering Shares of the Company which shall be valued at their fair market
value on the date of delivery, or (iii) by such other method as the Board may
approve, including, after a public offering of the Company’s stock, payment
through a broker in accordance with procedures permitted by Regulation T of
the
Federal Reserve Board. The Board may impose from time to time such limitations
as it deems appropriate on the use of Shares of the Company to exercise the
Option.
(b) The
obligation of the Company to deliver Shares upon exercise of the Option shall
be
subject to all applicable laws, rules, and regulations and such approvals by
governmental agencies as may be deemed appropriate by the Board, including
such
actions as Company counsel shall deem necessary or appropriate to comply with
relevant securities laws and regulations. The Company may require that the
Grantee (or other person exercising the Option after the Grantee’s death)
represent that the Grantee is purchasing Shares for the Grantee’s own account
and not with a view to or for sale in connection with any distribution of the
Shares, or such other representation as the Board deems appropriate. All
obligations of the Company under this Grant Instrument shall be subject to
the
rights of the Company as set forth in the Plan to withhold amounts required
to
be withheld for any taxes, if applicable. Subject to Board approval, the Grantee
may elect to satisfy any income tax withholding obligation of the Company with
respect to the Option by having Shares withheld up to an amount that does not
exceed the applicable withholding tax rate for federal (including FICA), state
and local tax liabilities.
6. Change
of Control.
The
provisions of the Plan applicable to a Change of Control shall apply to the
Option, and, in the event of a Change of Control, the Board may take such
actions as it deems appropriate pursuant to the Plan.
7. Stockholder’s
Agreement.
As a
condition of receiving this Option, the Grantee hereby agrees that, if requested
by the Company prior to a public offering of the Company’s stock, the
Grantee
(or other person exercising the Option after the Grantee’s death) will execute a
stockholder’s agreement, on such terms as may be approved by the Company, with
respect to all Shares issued upon the exercise of the Option.
8. Restrictions
on Exercise.
Only
the Grantee may exercise the Option during the Grantee’s lifetime. After the
Grantee’s death, the Option shall be exercisable (subject to the limitations
specified in the Plan) solely by the legal representatives of the Grantee,
or by
the person who acquires the right to exercise the Option by will or by the
laws
of descent and distribution, to the extent that the Option is exercisable
pursuant to this Grant Instrument.
9. Grant
Subject to Plan Provisions.
This
grant is made pursuant to the Plan, the terms of which are incorporated herein
by reference, and in all respects shall be interpreted in accordance with the
Plan. The grant and exercise of the Option are subject to the provisions of
the
Plan and to interpretations, regulations and determinations concerning the
Plan
established from time to time by the Board in accordance with the provisions
of
the Plan, including, but not limited to, provisions pertaining to (i) rights
and
obligations with respect to withholding taxes, (ii) the registration,
qualification or listing of the Shares, (iii) capital or other changes of the
Company and (iv) other requirements of applicable law. The Board shall have
the
authority to interpret and construe the Option pursuant to the terms of the
Plan, and its decisions shall be conclusive as to any questions arising
hereunder.
10. No
Employment or Other Rights.
The
grant of the Option shall not confer upon the Grantee any right to be retained
by or in the employ or service of the Company and shall not interfere in any
way
with the right of the Company to terminate the Grantee’s employment or service
at any time. The right of the Company to terminate at will the Grantee’s
employment or service at any time for any reason is specifically
reserved.
11. No
Stockholder Rights.
Neither
the Grantee, nor any person entitled to exercise the Grantee’s rights in the
event of the Grantee’s death, shall have any of the rights and privileges of a
stockholder with respect to the Shares subject to the Option, until Shares
have
been issued upon the exercise of the Option.
12. Assignment
and Transfers.
The
rights and interests of the Grantee under this Grant Instrument may not be
sold,
assigned, encumbered or otherwise transferred except, in the event of the death
of the Grantee, by will or by the laws of descent and distribution. In the
event
of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or
otherwise dispose of the Option or any right hereunder, except as provided
for
in this Grant Instrument, or in the event of the levy or any attachment,
execution or similar process upon the rights or interests hereby conferred,
the
Company may terminate the Option by notice to the Grantee, and the Option and
all rights hereunder shall thereupon become null and void. The rights and
protections of the Company hereunder shall extend to any successors or assigns
of the Company and to the Company’s parents, subsidiaries, and affiliates. This
Grant Instrument may be assigned by the Company without the Grantee’s
consent.
13. Applicable
Law; Consent to Jurisdiction.
The
validity, construction, interpretation and effect of this instrument shall
be
governed by and determined in accordance with the laws of the State of Texas
without regard for conflict of law principles. GRANTEE HEREBY EXPRESSLY CONSENTS
TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE
STATE OF TEXAS FOR ANY LAWSUIT FILED BY OR AGAINST THE GRANTEE ARISING FROM
OR
RELATING TO THIS AGREEMENT.
14. Notice.
Any
notice to the Company provided for in this instrument shall be addressed to
the
Company in care of the CEO at the Company headquarters (with a copy also sent
to
the attention of the Secretary at the same address), and any notice to the
Grantee shall be addressed to such Grantee at the current address shown below,
or to such other address as the Grantee may designate to the Company in writing.
Any notice shall be delivered by hand, sent by telecopy or enclosed in a
properly sealed envelope addressed as stated above, registered and deposited,
postage prepaid, in a post office regularly maintained by the United States
Postal Service.
IN
WITNESS WHEREOF, the Company has caused its duly authorized officers to execute
and attest this Grant Instrument, and the Grantee has executed this Grant
Instrument, effective as of the Grant Date.
IN
WITNESS WHEREOF, the Company has caused its duly authorized officers to execute
and attest this Grant Instrument, and the Grantee has executed this Grant
Instrument, effective as of the Grant Date.
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GenSpera,
Inc.
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By:
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Attest:
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Accepted:
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Grantee
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Full
Name:
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Address:
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APPENDIX
A
