EXHIBIT 10.7
TRUBION PHARMACEUTICALS, INC.
2006 EQUITY INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
Unless otherwise defined herein, the terms defined in the 2006 Equity
Incentive Plan (the "Plan") will have the same defined meanings in this Stock
Option Agreement (the "Award Agreement").
I. NOTICE OF STOCK OPTION GRANT
NAME:
ADDRESS:
You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Award Agreement, as
follows:
Grant Number ______________________________________
Date of Grant ______________________________________
Vesting Commencement Date ______________________________________
Exercise Price per Share $_____________________________________
Total Number of Shares Granted ______________________________________
Total Exercise Price $_____________________________________
Type of Option: ___ Incentive Stock Option
___ Nonstatutory Stock Option
Term/Expiration Date: ______________________________________
Vesting Schedule:
Subject to accelerated vesting as set forth below or in the Plan, this
Option may be exercised, in whole or in part, in accordance with the following
schedule:
25% OF THE SHARES SUBJECT TO THE OPTION WILL VEST TWELVE MONTHS AFTER THE
VESTING COMMENCEMENT DATE, AND 1/48 OF THE SHARES SUBJECT TO THE OPTION WILL
VEST EACH MONTH THEREAFTER ON THE SAME DAY OF THE VESTING COMMENCEMENT DATE (OR
IF THERE IS NO CORRESPONDING DATE, THE LAST DAY OF THE MONTH), SUBJECT TO
PARTICIPANT CONTINUING TO BE A SERVICE PROVIDER THROUGH EACH SUCH DATE.
Termination Period:
This Option shall be exercisable for three (3) months after Participant
ceases to be a Service Provider, unless such termination is due to Participant's
death or Disability, in which case this Option shall be exercisable for one (1)
year after Participant ceases to be Service Provider. Notwithstanding the
foregoing, in no event may this Option be exercised after the Term/Expiration
Date as provided above and may be subject to earlier termination as provided in
Section 13(c) of the Plan.
II. AGREEMENT
X. Xxxxx of Option.
The Administrator hereby grants to individual named in the Notice of
Grant attached as Part I of this Agreement (the "Participant") an option (the
"Option") to purchase the number of Shares, as set forth in the Notice of Grant,
at the exercise price per share set forth in the Notice of Grant (the "Exercise
Price"), subject to the terms and conditions of the Plan, which is incorporated
herein by reference. Subject to Section 18(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Award Agreement, the terms and conditions of the Plan will
prevail.
If designated in the Notice of Grant as an Incentive Stock Option
("ISO"), this Option is intended to qualify as an Incentive Stock Option under
Section 422 of the Code. However, if this Option is intended to be an Incentive
Stock Option, to the extent that it exceeds the $100,000 rule of Code Section
422(d) it will be treated as a Nonstatutory Stock Option ("NSO").
B. Exercise of Option.
(a) Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Award Agreement.
(b) Method of Exercise. This Option is exercisable by delivery of an
exercise notice, in the form attached as Exhibit A (the "Exercise Notice") or in
such other form and manner as determined by the Administrator, which will state
the election to exercise the Option, the number of Shares in respect of which
the Option is being exercised (the "Exercised Shares"), and such other
representations and agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice will be completed by Participant and
delivered to the Company. The Exercise Notice will be accompanied by, and deemed
exercised upon receipt by the Company of, payment of the aggregate Exercise
Price as to all Exercised Shares, together with any applicable withholding
taxes.
No Shares will be issued pursuant to the exercise of this
Option unless such issuance and exercise comply with Applicable Laws. Assuming
such compliance, for income tax purposes the Exercised Shares will be considered
transferred to Participant on the date the Option is exercised with respect to
such Exercised Shares. C.
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C. Method of Payment.
Payment of the aggregate Exercise Price will be by any of the
following, or a combination thereof, at the election of Participant:
1. cash;
2. check;
3. consideration received by the Company under a formal cashless
exercise program adopted by the Company in connection with the Plan; or
4. surrender of other Shares which, (i) in the case of Shares
acquired from the Company, either directly or indirectly, have been owned by the
Participant and not subject to a substantial risk of forfeiture for more than
six (6) months on the date of surrender, and (ii) have a Fair Market Value on
the date of surrender equal to the aggregate Exercise Price of the Exercised
Shares.
D. Non-Transferability of Option.
This Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the
lifetime of Participant only by Participant.
E. Term of Option.
This Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in accordance with
the Plan and the terms of this Award Agreement.
F. Tax Obligations.
1. Withholding Taxes. Participant agrees to make appropriate
arrangements with the Company (or the Parent or Subsidiary employing or
retaining Participant) for the satisfaction of all Federal, state, and local
income and employment tax withholding requirements applicable to the Option
exercise. Participant acknowledges and agrees that the Company may refuse to
honor the exercise and refuse to deliver Shares if such withholding amounts are
not delivered at the time of exercise.
2. Notice of Disqualifying Disposition of ISO Shares. If the Option
granted to Participant herein is an ISO, and if Participant sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (1) the date two years after the Grant Date, or (2) the date one year
after the date of exercise, Participant will immediately notify the Company in
writing of such disposition. Participant agrees that Participant may be subject
to income tax withholding by the Company on the compensation income recognized
by Participant.
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G. Entire Agreement; Governing Law.
The Plan is incorporated herein by reference. The Plan and this
Award Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Participant with respect to the subject matter
hereof, and may not be modified adversely to Participant's interest except by
means of a writing signed by the Company and Participant. This Award Agreement
is governed by the internal substantive laws, but not the choice of law rules,
of Washington.
H. NO GUARANTEE OF CONTINUED SERVICE.
PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES
PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A
SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY OF THE
COMPANY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER. PARTICIPANT
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT
INTERFERE WITH PARTICIPANT'S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR
SUBSIDIARY OF THE COMPANY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE
PARTICIPANT'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.
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By Participant's signature and the signature of the Company's
representative below, Participant and the Company agree that this Option is
granted under and governed by the terms and conditions of the Plan and this
Award Agreement. Participant has reviewed the Plan and this Award Agreement in
their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Award Agreement and fully understands all provisions of the Plan
and Award Agreement. Participant hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Award Agreement. Participant further agrees
to notify the Company upon any change in the residence address indicated below.
PARTICIPANT: TRUBION PHARMACEUTICALS, INC.
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Signature By
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Print Name Title
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Residence Address
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EXHIBIT A
TRUBION PHARMACEUTICALS, INC.
2006 EQUITY INCENTIVE PLAN
EXERCISE NOTICE
Trubion Pharmaceuticals, Inc.
0000 0xx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Stock Plan Administrator
1. Exercise of Option. Effective as of today, ________________, _____, the
undersigned ("Purchaser") hereby elects to purchase ______________ shares (the
"Shares") of the Common Stock of Trubion Pharmaceuticals, Inc. (the "Company")
under and pursuant to the 2006 Equity Incentive Plan (the "Plan") and the Stock
Option Agreement dated ________ (the "Award Agreement"). The purchase price for
the Shares will be $_____________, as required by the Award Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the Company the
full purchase price for the Shares and any required withholding taxes to be paid
in connection with the exercise of the Option.
3. Representations of Purchaser. Purchaser acknowledges that Xxxxxxxxx has
received, read and understood the Plan and the Award Agreement and agrees to
abide by and be bound by their terms and conditions.
4. Rights as Stockholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a stockholder will exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Shares so acquired will be
issued to Participant as soon as practicable after exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date of issuance, except as provided in Section 13 of the Plan.
5. Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.
6. Entire Agreement; Governing Law. The Plan and Award Agreement are
incorporated herein by reference. This Agreement, the Plan and the Award
Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and
Purchaser with respect to the subject matter hereof, and may not be modified
adversely to the Purchaser's interest except by means of a writing signed by the
Company and Purchaser. This agreement is governed by the internal substantive
laws, but not the choice of law rules, of Washington.
Submitted by: Accepted by:
PURCHASER: TRUBION PHARMACEUTICALS, INC.
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Signature By
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Print Name Its
Address: Address:
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Date Received
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