EXHIBIT 10.95
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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: Xxxxxx Xxxx, M.D., X.X.
0000 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
Position of
Optionee: Vice President of Clinical & Regulatory
Affairs
Type of Option: Incentive Stock Option
Number of shares
subject to Option: 150,000 Shares of Common Stock
Exercise Price: $.625 per share of Common Stock
Date of Grant: September 15, 1997
Expiration Date: September 15, 2007
Vesting Schedule:
Options for 37,500 shares exercisable on or after 9/15/98
Options for 75,000 shares exercisable on or after 9/15/99
Options for 112,500 shares exercisable on or after 9/15/00
Options for 150,000 shares exercisable on or after 9/15/01
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 September 15, 1997, 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 September 15, 1997 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: September 15, 1997 SPARTA PHARMACEUTICALS, INC.
/s/ Xxxxx X. Xxxx
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By: Xxxxx X. Xxxx, Ph.D.
Title: President & CEO
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, M.D., X.X.
