EXHIBIT 10.96
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SPARTA PHARMACEUTICALS, INC.
STOCK OPTION AGREEMENT
This certifies that, pursuant to the Sparta Pharmaceuticals, Inc. 1991
Stock Plan, as amended, the Board of Directors of Sparta Pharmaceuticals, Inc.
has granted an option to purchase shares of Common Stock of Sparta
Pharmaceuticals, Inc., as follows:
Name and Address
of Optionee: Officer Name
Position of
Optionee: Officer Title
Type of Option: Incentive Stock Option
Number of shares
subject to Option: ______ shares of Common Stock, $.001 par value
Exercise Price: $____
Date of Grant: _________________
Expiration Date: ___________________
Vesting Schedule:
Options for _________ shares exercisable on or after__________
Options for _________ shares exercisable on or after__________
Options for _________ shares exercisable on or after__________
Options for _________ shares exercisable on or after__________
Exercise Following Termination:
If Optionee ceases to be an Employee before this Option is
exercised in full, the Option may be exercised as follows:
(a) If Optionee's termination is for "cause" (as defined
in the Plan), the Option shall be forfeited
immediately.
(b) If Optionee's termination is a result of Disability
or death, Optionee (or his Survivors) may exercise,
for a period of one year after such date or until
the expiration of the Option, whichever is earlier,
any portion of the Option that was exercisable on
the date of his termination and a pro rata portion
of the Options that would have become exercisable on
the next anniversary of the date of grant (based on
the number of days that elapsed during the period
prior to the date of his termination).
(c) If Optionee's termination is not a result of
Disability or death or for "cause", Optionee may
exercise, for a period of three months after the
date of termination or until the expiration of the
Option, whichever is earlier, any portion of the
Option that was exercisable on the date of his
termination. If Optionee dies during such
three-month period, his Survivors may exercise such
portion of the Option within one year after
Optionee's death or until the expiration of the
Option, whichever is earlier.
The option is subject to all the terms and conditions of the
aforementioned Plan, a copy of which is attached to this certificate which
contains provisions covering the treatment of Options in a number of
contingencies such as stock splits and mergers and sales of the Company.
Provisions in the Plan for adjustment with respect to stock subject to Options
and the related provisions with respect to successors to the business of the
Company are hereby made applicable hereunder and are incorporated herein by
reference. Terms used herein shall have the meanings set forth in the Plan.
Notwithstanding the foregoing, in the event of a "Change of Control" (as defined
below) while the Optionee is an employee of the Company, the Optionee shall be
entitled to exercise this Option, commencing as of immediately prior to the
consummation of such Change of Control (but subject to the consummation of such
Change of Control) and in the event of a Change of Control as a result of a
tender offer, this Option shall become fully exercisable in a timely manner such
that the Optionee may participate in such tender offer at any stage, for all of
the Shares then remaining subject to purchase under such Option whether or not
the right to purchase such Shares shall have become vested and become
exercisable.
A "Change of Control" shall be deemed to have occurred upon the
occurrence of any of the following:
(i) any sale, lease, exchange or other transfer (in one transaction or
a series of transactions contemplated or arranged by any party as a single plan)
of all or substantially all of the assets of the Company;
(ii) individuals who, as of (the date of grant), constitute the entire
Board of Directors of the Company (the "Incumbent Directors") cease for any
reason to constitute at least 50% of the Board of Directors (hereinafter
referred to as a "Board Change"), provided that any individual becoming a
director subsequent to (the date of grant) whose election or nomination for
election was approved by a vote of at least a majority of the then Incumbent
Directors shall be, for purposes of provision, considered as though such
individual were an Incumbent Director; or
(iii) any consolidation or merger of the Company (including, without
limitation, a triangular merger) where the shareholders of the Company,
immediately prior to the consolidation or merger, would not, immediately after
the consolidation or merger, beneficially own, directly or indirectly, Shares
representing in the aggregate more than 50% of the combined voting power of all
the outstanding securities of the Company issuing cash or securities in the
consolidation or merger (or of its ultimate parent Company, if any); or
(iv) any "person," as such term is used in Section 13(d) of the
Securities Exchange Act of 1934, as amended (or any successor provision) (the
"Exchange Act") (other than the Company, any employee benefit plan of the
Company or any entity organized, appointed or established by the Company for or
pursuant to the terms of any such plan), together with all "affiliates" and
"associates" (as such terms are defined in Rule 12b-2 under the Exchange Act or
any successor provision) of such person, shall become the "beneficial owner" or
"beneficial owners" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act
or any successor provision), directly or indirectly, of securities of the
Company representing in the aggregate thirty percent (30%) or more of either (a)
the then outstanding shares of Common Stock of the Company or (b) the combined
voting power of all then outstanding securities of the Company having the right
under ordinary circumstances to vote in an election of the Board of Directors of
the Company ("Voting Securities") (hereafter referred to as an "Acquisition");
provided, that, notwithstanding the foregoing, an Acquisition shall not be
deemed to have occurred for purposes of this clause (iv) (1) solely as the
result of an acquisition of securities by the Company which, by reducing the
number of shares of Common Stock or other Voting Securities outstanding,
increases (x) the proportionate number of shares of Common Stock beneficially
owned by any person to thirty percent (30%) or more of the Common Stock then
outstanding or (y) the proportionate voting power represented by the Voting
Securities beneficially owned by any person to thirty percent (30%) or more of
the combined voting power of all then outstanding Voting Securities or (2)
solely as the result of an acquisition of securities from the Company; except
that if any person referred to in clause (1)(x) or (1)(y) of this sentence or to
which clause (2) of this sentence is applicable shall thereafter become the
beneficial owner of any additional shares of Common Stock or other Voting
Securities (other than pursuant to a stock split, stock dividend or similar
transaction or a transaction to which clause (2) applies), then an Acquisition
shall be deemed to have occurred for purposes of this clause (iv).
The undersigned Optionee acknowledges receipt of a copy of the Plan and
agrees to be bound by the terms and conditions of the option set forth in the
Plan and in this Stock Option Agreement.
Date: Date of grant SPARTA PHARMACEUTICALS, INC.
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By:
Title:
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