INCENTIVE STOCK OPTION AGREEMENT UNDER THE DOV PHARMACEUTICAL, INC.
UNDER
THE
DOV PHARMACEUTICAL, INC.
2000
STOCK OPTION AND GRANT PLAN
Name
of
Optionee:______________________________
No.
of
Option Shares:____________________________
Option
Exercise Price per Share: $___________________
Grant
Date:____________________________________
Expiration
Date:________________________________
Pursuant
to the DOV Pharmaceutical, Inc. 2000 Stock Option and Grant Plan, as amended
through the date hereof (the “Plan”), DOV Pharmaceutical, Inc. (the “Company”)
hereby grants to the Optionee named above an option (the “Stock Option”) to
purchase on or prior to the Expiration Date specified above all or part of
the
number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of
the Company specified above at the Option Exercise Price per Share specified
above subject to the terms and conditions set forth herein and in the
Plan.
1. Exercisability
Schedule.
No
portion of this Stock Option may be exercised until such portion shall have
become exercisable. Except as set forth below, and subject to the discretion
of
the Committee (as defined in Section 2 of the Plan) to accelerate the
exercisability schedule hereunder, this Stock Option shall be exercisable with
respect to the following number of Option Shares on the dates
indicated:
|
Incremental
Number of Option
Shares Exercisable
|
Exercisability
Date
|
|
|
_____________
(___%)
|
____________
|
|
|
_____________
(___%)
|
____________
|
|
|
_____________
(___%)
|
____________
|
|
|
_____________
(___%)
|
____________
|
|
|
_____________
(___%)
|
____________
|
Once
exercisable, this Stock Option shall continue to be exercisable at any time
or
times prior to the close of business on the Expiration Date, subject to the
provisions hereof and of the Plan.
2. Manner
of Exercise.
(a) The
Optionee may exercise this Stock Option only in the following manner: from
time
to time on or prior to the Expiration Date of this Stock Option, the Optionee
may give written notice to the Committee of his or her election to purchase
some
or all of the Option Shares purchasable at the time of such notice. This notice
shall specify the number of Option Shares to be purchased.
Payment
of the purchase price for the Option Shares may be made by one or more of the
following methods: (i) in cash, by certified or bank check or other
instrument acceptable to the Committee; (ii) through the delivery (or
attestation to the ownership) of shares of Stock that have been purchased by
the
Optionee on the open market or that are beneficially owned by the Optionee
and
are not then subject to any restrictions under any Company plan and that
otherwise satisfy any holding periods as may be required by the Committee;
(iii) by the Optionee delivering to the Company a properly executed
exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company
to
pay the option purchase price, provided that in the event the Optionee chooses
to pay the option purchase price as so provided, the Optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Committee shall prescribe as a condition of such
payment procedure; or (iv) a combination of (i), (ii) and (iii) above.
Payment instruments will be received subject to collection.
The
transfer to the Optionee on the records of the Company or of the transfer agent
of the Option Shares will be contingent upon the Company’s receipt from the
Optionee of full payment for the Option Shares, as set forth above and any
agreement, statement or other evidence that the Company may require to satisfy
itself that the issuance of Stock to be purchased pursuant to the exercise
of
Stock Options under the Plan and any subsequent resale of the shares of Stock
will be in compliance with applicable laws and regulations. In the event the
Optionee chooses to pay the purchase price by previously-owned shares of Stock
through the attestation method, the number of shares of Stock transferred to
the
Optionee upon the exercise of the Stock Option shall be net of the shares
attested to.
(b) The
shares of Stock purchased upon exercise of this Stock Option shall be
transferred to the Optionee on the records of the Company or of the transfer
agent upon compliance to the satisfaction of the Committee with all requirements
under applicable laws or regulations in connection with such issuance and with
the requirements hereof and of the Plan. The determination of the Committee
as
to such compliance shall be final and binding on the Optionee. The Optionee
shall not be deemed to be the holder of, or to have any of the rights of a
holder with respect to, any shares of Stock subject to this Stock Option unless
and until this Stock Option shall have been exercised pursuant to the terms
hereof, the Company or the transfer agent shall have transferred the shares
to
the Optionee, and the Optionee’s name shall have been entered as the stockholder
of record on the books of the Company. Thereupon, the Optionee shall have full
voting, dividend and other ownership rights with respect to such shares of
Stock.
2
(c) Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option
shall
be exercisable after the Expiration Date hereof.
3. Termination
of Employment.
If the
Optionee’s employment by the Company or a Subsidiary (as defined in the Plan) is
terminated, the period within which to exercise the Stock Option may be subject
to earlier termination as set forth below.
(a) Termination
Due to Death or Retirement.
If the
Optionee’s employment terminates by reason of the Optionee’s death or retirement
(after attainment of age sixty (60)), any portion of this Stock Option
outstanding on such date shall become fully exercisable and may thereafter
be
exercised by the Optionee or the Optionee’s legal representative or legatee for
a period of 12 months
from the date of death or retirement or until the Expiration Date, if
earlier.
(b) Termination
Due to Disability.
If the
Optionee’s employment terminates by reason of the Optionee’s disability (as
determined by the Committee), any portion of this Stock Option outstanding
on
such date shall become fully exercisable and may thereafter be exercised by
the
Optionee for a period of 12 months
from the date of termination or until the Expiration Date, if earlier. The
death
of the Optionee during the 12-month period provided in this Section 3(b)
shall extend such period for another 12 months from the date of death or until
the Expiration Date, if earlier.
(c) Termination
for Cause.
If the
Optionee’s employment terminates for Cause, any portion of this Stock Option
outstanding on such date shall terminate immediately and be of no further force
and effect. For purposes hereof, “Cause” shall mean a determination by the
Company that
the
Optionee shall be dismissed as a result of (i) any material breach by the
Optionee of any agreement between the Optionee and the Company; (ii) the
conviction of, indictment for or plea of nolo contendere by the Optionee to
a
felony or a crime involving moral turpitude; or (iii) any material misconduct
or
willful and deliberate non-performance (other than by reason of disability)
by
the Optionee of the Optionee’s duties to the Company.
(d) Other
Termination.
If the
Optionee’s employment terminates for any reason other than the Optionee’s death,
the Optionee’s disability, or Cause, and unless otherwise determined by the
Committee, any portion of this Stock Option outstanding on such date may be
exercised, to the extent exercisable on the date of termination, for a period
of
three months from the date of termination or until the Expiration Date, if
earlier. Any portion of this Stock Option that is not exercisable on the date
of
termination shall terminate immediately and be of no further force or effect.
The
Committee’s determination of the reason for termination of the Optionee’s
employment shall be conclusive and binding on the Optionee and his or her
representatives or legatees.
4. Incorporation
of Plan.
Notwithstanding anything herein to the contrary, this Stock Option shall be
subject to and governed by all the terms and conditions of the Plan, including
the powers of the Committee set forth in Section 2(b) of the Plan. Capitalized
terms in this Agreement shall have the meaning specified in the Plan, unless
a
different meaning is specified herein.
3
5. Transferability.
This
Agreement is personal to the Optionee, is non-assignable and is not transferable
in any manner, by operation of law or otherwise, other than by will or the
laws
of descent and distribution. This Stock Option is exercisable, during the
Optionee’s lifetime, only by the Optionee, and thereafter, only by the
Optionee’s legal representative or legatee.
6. Status
of the Stock Option.
This
Stock Option is intended to qualify as an “incentive stock option” under Section
422 of the Internal Revenue Code of 1986, as amended (the “Code”), but the
Company does not represent or warrant that this Stock Option qualifies as such.
The Optionee should consult with his or her own tax advisors regarding the
tax
effects of this Stock Option and the requirements necessary to obtain favorable
income tax treatment under Section 422 of the Code, including, but not
limited to, holding period requirements. To the extent any portion of this
Stock
Option does not so qualify as an “incentive stock option,” such portion shall be
deemed to be a non-qualified stock option. If the Optionee intends to dispose
or
does dispose (whether by sale, gift, transfer or otherwise) of any Option Shares
within the one-year period beginning on the date after the transfer of such
shares to him or her, or within the two-year period beginning on the day after
the grant of this Stock Option, he or she will so notify the Company within
30
days after such disposition.
7. Tax
Withholding.
The
Optionee shall, not later than the date as of which the exercise of this Stock
Option becomes a taxable event for Federal income tax purposes, pay to the
Company or make arrangements satisfactory to the Committee for payment of any
Federal, state, and local taxes required by law to be withheld on account of
such taxable event. The Optionee may elect to have the minimum required tax
withholding obligation satisfied, in whole or in part, by (i) authorizing the
Company to withhold from shares of Stock to be issued, or (ii) transferring
to
the Company, a number of shares of Stock with an aggregate Fair Market Value
that would satisfy the withholding amount due.
8. No
Obligation to Continue Employment.
Neither
the Company nor any Subsidiary is obligated by or as a result of the Plan or
this Agreement to continue the Optionee in employment and neither the Plan
nor
this Agreement shall interfere in any way with the right of the Company or
any
Subsidiary to terminate the employment of the Optionee at any time.
4
9. Notices.
Notices
hereunder shall be mailed or delivered to the Company at its principal place
of
business and shall be mailed or delivered to the Optionee at the address on
file
with the Company or, in either case, at such other address as one party may
subsequently furnish to the other party in writing.
| DOV PHARMACEUTICAL, INC. | ||
| |
|
|
| By: | ||
|
Name:
Xxxxxxx Xxxxxx
Title:
President and CFO
|
||
The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
| Dated: _________________________ | _____________________________________ | |
| Optionee’s Signature | ||
| Optionee’s name and address: | ||
| _____________________________________ | ||
| _____________________________________ | ||
| _____________________________________ |
5
