EXHIBIT 10.3
CORIXA CORPORATION
1996 EQUITY INCENTIVE PLAN
BEXXAR STOCK AWARD AGREEMENT
Corixa Corporation, a Delaware corporation (the "Company"), the
parent corporation of Xxxxxxx Pharmaceutical, Inc. ("Xxxxxxx"), pursuant to the
terms of Section 3.2 of that certain Employment Agreement, dated as of October
15, 2000, by and between Xxxxxxx and the Participant named below (the
"Employment Agreement"), hereby awards shares of Common Stock to the Participant
named below (the "Bexxar Stock Award"). The terms and conditions of the Bexxar
Stock Award are set forth in this cover sheet, in the attached Bexxar Stock
Award Agreement and in the 1996 Equity Incentive Plan (the "Plan").
Date of Award: January __, 2001
Name of Participant: __________________________________________________________
Participant's Social Security Number: _____-____-_____
Number of Shares of Common Stock Awarded: _____________________________________
Amount Paid by Participant for the Shares of Common Stock Awarded: $ 0
Aggregate Fair Market Value of Common Stock on Date of Award: $______________
BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED IN THE BEXXAR STOCK AWARD AGREEMENT AND IN
THE PLAN. YOU ARE ALSO ACKNOWLEDGING RECEIPT OF THE BEXXAR STOCK
AWARD AGREEMENT AND A COPY OF THE PLAN.
Participant: __________________________________________________________________
(Signature)
Company: ______________________________________________________________________
(Signature)
Title: _____________________________________________________________________
Attachment
CORIXA CORPORATION
1996 EQUITY INCENTIVE PLAN
BEXXAR STOCK AWARD AGREEMENT
THE PLAN AND OTHER The text of the Plan is incorporated in this Agreement by
AGREEMENTS this reference. You and the Company agree to execute such
further instruments and to take such further action as may
reasonably be necessary to carry out the intent of this
Agreement. Unless otherwise defined in this Agreement,
certain capitalized terms used in this Agreement are
defined in the Plan.
This Agreement, the attached Exhibits, the Employment
Agreement and the Plan constitute the entire understanding
between you and the Company regarding the Bexxar Stock
Award. Any prior agreements, commitments or negotiations
are superseded.
AWARD OF COMMON The Company awards you the number of shares of Common
STOCK Stock shown on the cover sheet of this Agreement. The
Bexxar Stock Award is subject to the terms and conditions
of this Agreement and the Plan.
VESTING You will become vested as to 100% of the total number of
shares of Common Stock awarded (the "Shares"), as shown
above on the cover sheet, on the date that the Food and
Drug Administration (the "FDA") approves the Biologics
License Application for Bexxar (the "Vesting Date"). In
the event that the Vesting Date does not occur on or prior
to the fifth anniversary of the Date of Award, you will
forfeit to the Company all of the unvested Shares.
ESCROW The certificates for the Shares shall be deposited in
escrow with the Secretary of the Company to be held in
accordance with the provisions of this paragraph. Each
deposited certificate shall be accompanied by a duly
executed Assignment Separate from Certificate in the form
attached hereto as Exhibit A. The deposited certificates,
shall remain in escrow until such time as the certificates
are to be released or otherwise surrendered for
cancellation as discussed below. Upon delivery of the
certificates to the Company, you shall be issued an
instrument of deposit acknowledging the number of shares
of Common Stock delivered in escrow to the Secretary of
the Company.
All regular cash dividends on the Shares shall be paid
directly to you and shall not be held in escrow.
The Shares shall be subject to the following terms and
conditions relating to their release from escrow or their
surrender to the Company:
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o When your interest in Shares vests as described
above, the certificates for the Shares shall be
released from escrow and delivered to you, at your
request, in accordance with the following
schedule:
o The release of the Shares from escrow shall be
effected within thirty (30) days following the
Vesting Date.
CODE SECTION Under Section 83 of the Internal Revenue Code of 1986, as
83(b)ELECTION amended (the "Code"), the Fair Market Value of the Shares
on the Vesting Date will be reportable as ordinary income
at that time. You may elect to be taxed on the Shares on
the Date of Award to the extent that the Fair Market Value
of the Shares exceeds the amount of consideration paid by
you (if any) for the Shares at that time rather than the
Vesting Date, by filing an election under Section 83(b) of
the Code with the Internal Revenue Service within thirty
(30) days after the Date of Award. The form for making
this election is attached as Exhibit B hereto. Failure to
make this filing within the thirty (30) day period will
result in the recognition of ordinary income by you (in
the event the Fair Market Value of the Shares increases
after the Date of Award) on the Vesting Date. YOU
ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT
THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE
SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU
ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO
THE DECISION AS TO WHETHER OR NOT TO FILE A CODE SECTION
83(b) ELECTION.
SURVIVAL This Agreement shall survive the termination of the
Participant's status as an employee, director or officer
of the Company.
VOTING AND OTHER Subject to the terms of this Agreement, you shall have all
RIGHTS the rights and privileges of a stockholder of the Company
while the Shares are held in escrow, including the right
to vote and to receive dividends (if any).
WITHHOLDING The release of the Shares from escrow will not be allowed
TAXES unless you make acceptable arrangements to pay any
withholding or other taxes that may be due.
RESTRICTIONS ON By signing this Agreement, you agree not to sell the
RESALE Shares prior to the Vesting Date or at a time when
applicable laws, regulations or Company or underwriter
trading policies prohibit sale. In particular, in
connection with any underwritten public offering by the
Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act, you
shall not sell, make any short sale of, loan, hypothecate,
pledge, grant any option for the purchase of, or otherwise
dispose or transfer for value or agree to engage in any of
the foregoing transactions with respect to the
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Shares without the prior written consent of the Company or
its underwriters, for such period of time after the
effective date of such registration statement as may be
requested by the Company or the underwriters.
If the sale of the Shares is not registered under the
Securities Act, but an exemption is available which
requires an investment or other representation and
warranty, you shall represent and agree that the Shares
are being acquired for investment, and not with a view to
the sale or distribution thereof, and shall make such
other representations and warranties as are deemed
necessary or appropriate by the Company and its counsel.
NO RETENTION This Agreement is not an employment agreement and does not
RIGHTS give you the right to be retained by the Company or any
Affiliate of the Company. The Company and each Affiliate
of the Company reserves the right to terminate your
service at any time and for any reason.
APPLICABLE LAW This Agreement will be interpreted and enforced under the
laws of the State of Delaware.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF
THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
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EXHIBIT A
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED and pursuant to that certain Bexxar Stock
Award Agreement dated as of January __, 2001 the undersigned hereby sells,
assigns and transfers unto Corixa Corporation, a Delaware corporation (the
"Company"), [NUMBER] shares of the Common Stock of the Company, standing in the
undersigned's name on the books of said corporation represented by certificate
No. [CERTIFICATE NUMBER], herewith, and does hereby irrevocably constitute and
appoint attorney-in-fact to transfer the said stock on the books of the said
corporation with full power of substitution in the premises.
Dated: _____________
______________________________________
[TYPE NAME]
A-1
EXHIBIT B
ELECTION UNDER SECTION 83(b) OF
THE INTERNAL REVENUE CODE
The undersigned hereby makes an election pursuant to Section
83(b) of the Internal Revenue Code with respect to the property described below
and supplies the following information in accordance with the regulations
promulgated thereunder:
1. The name, address and social security number of the undersigned:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Social Security No.: ____________________________________________
2. Description of property with respect to which the election is being
made:
___________shares of common stock of Corixa Corporation (the "Company").
3. The date on which the property was transferred is _____________, [YEAR].
4. The taxable year to which this election relates is calendar year [YEAR].
5. Nature of restrictions to which the property is subject:
The shares of stock are subject to the provisions of a Bexxar Stock
Award Agreement (the "Agreement") between the undersigned and the
Company. The shares of stock are subject to forfeiture under the terms
of the Agreement.
6. The fair market value of the property at the time of transfer
(determined without regard to any lapse restriction) was $__________ per
share, [for a total of $__________.]
7. The amount paid by taxpayer for the property was $__________.
8. A copy of this statement has been furnished to the Company.
Dated: _____________ __, [YEAR].
________________________________________
[Taxpayer's Name]
B-1
