HANA BIOSCIENCES, INC. Amendment to Stock Option Agreements
Exhibit
10.16
HANA
BIOSCIENCES, INC.
Amendment
to Stock Option Agreements
This
Amendment to Stock Option Agreements (this “Amendment”)
is
made and entered into as of the 30th day of June, 2006, between Xxxx X. Xxx
(“Optionee”)
and
Hana Biosciences, Inc., a Delaware corporation (the “Company”).
Background
A. Optionee
and the Company entered into several Stock Option Agreements dated as of
November 1, 2003, February 15, 2004, February 26, 2004, and July 20, 2004,
respectively (individually a “Stock
Option Agreement”
and
collectively the “Stock
Option Agreements”).
B.
Pursuant to the Stock Option Agreements, the Company granted Optionee options
to
purchase an aggregate of 952,305 shares of the Company’s common stock, as
adjusted to reflect stock splits, combinations, mergers and other adjustments
prior to the date hereof.
C. The
applicable exercise price relating to each Stock Option Agreement was less
than
the fair market value of the Company’s common stock on the respective dates of
the Stock Option Agreements.
D. On
May 9, 2006, Optionee exercised his option to purchase shares of Company common
stock under the November 1, 2003 Stock Option Agreement in the amount of 164,508
shares, leaving a total of 787,797 shares available for exercise under the
Stock
Option Agreements.
E. Due
to the tax implications of Section 409A of the Internal Revenue Code of 1986,
as
amended, the Company and Optionee have agreed to amend the Stock Option
Agreements in order to increase the exercise prices to equal the fair market
value of the Company’s common stock as of the date of each such agreement.
F.
To compensate the Optionee for increasing the exercise prices, the Company
has
issued to Optionee 74,887 shares of restricted common stock, subject to the
terms set forth in that certain Restricted Stock Agreement by and between the
Company and Optionee dated of even date herewith.
G. Optionee
and the Company hereby agree to amend the terms of the respective Stock Option
Agreements to reflect the adjustment to the exercise price as set forth
below.
Agreement
Now,
Therefore,
the
parties hereto agree as follows:
I. Adjustment
to Exercise Prices.
Notwithstanding anything to the contrary contained in the Stock Option
Agreements, the exercise price set forth in each Stock Option Agreement shall
be
amended as follows:
|
Date
of Stock Option Agreement
|
Original
Exercise Price
|
Amended
Price
|
||
|
November
1, 2003
|
$0.167
|
$0.833
|
||
|
February
15, 2004
|
$0.167
|
$0.833
|
||
|
February
26, 2004
|
$0.337
|
$1.684
|
||
|
July
20, 2004
|
$0.337
|
$1.684
|
II. General.
A. Except
as specifically amended by this Amendment, the terms of the respective Stock
Option Agreements shall continue in full force and effect without
amendment.
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 Amendment.
C. Each
party hereto agrees to execute such further documents as may be necessary or
desirable to effect the purposes of this Amendment.
D. This
Amendment 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
Amendment, together with the Stock Option Agreements, embodies the entire
agreement made between the parties hereto with respect to matters covered herein
and shall not be modified except in a writing signed by each of the parties
hereto.
IN
WITNESS WHEREOF, the undersigned have executed this Amendment to Stock Option
Agreements as of the date first written above.
|
OPTIONEE
/s/
Xxxx X. Xxx
Name:
Xxxx X. Xxx
|
|
|
HANA
BIOSCIENCES, INC.
By:
/s/ Xxxx X. Xxxxxxxxxxxx
Xxxx
X. Xxxxxxxxxxxx
Vice
President, Chief Financial Officer
|
|
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