EXHIBIT 4(b)
ALEXION PHARMACEUTICALS, INC.
INCENTIVE STOCK OPTION AGREEMENT
AGREEMENT made as of the ___ day of _________, 199__, by and between
Alexion Pharmaceuticals, Inc., a Delaware corporation (the "Company") and
_____________________ (the "Optionee").
W I T N E S S E T H
WHEREAS, pursuant to the Alexion Pharmaceuticals, Inc. 1992 Stock Option
Plan (the "Plan"), the Company desires to grant to the Optionee and the Optionee
desires to accept an option to purchase shares of common stock, $.0001 par
value, of the Company (the "Common Stock") upon the terms and conditions set
forth in this agreement:
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant. The Company hereby grants this day (the Grant Date) to the
Optionee an option to purchase _____________ shares of Common Stock, at a
purchase price of $___________ per share. This option is intended to be treated
as an option which is an incentive stock option within the meaning of Section
422 of the Internal Revenue Code of 1986.
2. Restrictions on Exercisability. Except as specifically provided
otherwise herein, the option will become exercisable in accordance with the
following schedule based upon the number of full years of the Optionee's
continuous employment or service with the Company or a subsidiary following the
Grant Date:
Full Years of Incremental Cumulative
Continuous Percentage of Percentage of
Employment/ Option Option
Service Exercisable Exercisable
------------- ------------- --------------
Less than 1 0% 0%
1 25% 25%
2 25% 50%
3 25% 75%
4 or more 25% 100%
No shares of Common Stock may be purchased hereunder unless the Optionee shall
have remained in the continuous employ or service of the Company or a subsidiary
for one year from the Grant Date. If the Optionee performs services for the
Company or a subsidiary in a capacity other than as a director or employee,
then, for purposes
hereof, those services will be deemed to be continuous until they are
terminated, and they will be deemed to be terminated at the time provided
therefor in the consulting or other agreement governing the performance of such
services or, if there is no such agreement, at the time the Company notifies the
Optionee that it no longer contemplates the utilization of such services. Unless
sooner terminated, the option will expire if and to the extent it is not
exercised within ten years from the Grant Date.
3. Exercise. The option may be exercised in whole or in part in
accordance with the above schedule by delivering to the Secretary of the Company
(a) a written notice specifying the number of shares to be purchased, and
(b) payment in full of the exercise price, together with the amount, if any,
deemed necessary by the Company to enable it to satisfy any income tax
withholding obligations with respect to the exercise (unless other arrangements,
acceptable to the Company, are made for the satisfaction of such withholding
obligation). The exercise price shall be payable by bank or certified check. The
Company may (in its sole and absolute discretion) permit all or part of the
exercise price to be paid with previously-owned shares of Common Stock, or in
installments (together with interest) evidenced by the Optionee's secured
promissory note.
4. Rights as Stockholder. No shares of Common Stock shall be sold or
delivered hereunder until full payment for such shares has been made (or, to the
extent payable in installments, provided for). The Optionee shall have no rights
as a stockholder with respect to any shares covered by the option until a stock
certificate for such shares is issued to him or her. Except as otherwise
provided herein, no adjustment shall be made for dividends of distributions of
other rights form which the record is prior to the date such stock certificate
is issued.
5. Nontransferability. The option is not assignable or transferable
except upon the Optionee's death to a beneficiary designated by the Optionee or,
if no designated beneficiary shall survive the Optionee, pursuant to the
Optionee's will and/or the laws of descent and distribution. During an
Optionee's lifetime, the option may be exercised only by the Optionee or the
Optionee's guardian or legal representative.
6. Termination of Service, Disability or Death. If the Optionee ceases
to be employed by or to perform services for the Company and any subsidiary for
any reason other than death or disability, then, unless sooner terminated under
the terms hereof, the option will terminate on the date three months after the
date of the Optionee's termination of employment or service. If the Optionee's
employment or service is terminated by reason of the Optionee's death or
disability (or if the Optionee's employment or services is terminated by reason
of his or her disability and the Optionee dies within one year after such
termination of employment or service), then, unless sooner terminated under the
terms hereof, the option will terminate on the date one year after the date of
such termination of employment or service (or one year after the Optionee's
later death).
7. Securities Restrictions. If the shares to be issued upon an
exercise of the option are not registered under the Securities Act of 1933,
then, as a further
condition of the Company's obligation to issue such shares, the Optionee may be
required to give a representation in writing that the Optionee is acquiring the
shares for his or her own account as an investment and not with a view to, or
for the sale in connection with, the distribution of such shares, and the
certificates representing such shares shall bear a legend to such effect as the
Company's counsel shall deem necessary or desirable. The option shall in no
event be exercisable and shares shall not be issued hereunder if, in the option
of counsel to the Company, such exercise and/or issuance would result in a
violation of federal or state securities laws.
8. Capital changes, Reorganizations, Etc.
a. In case of any post-Grant Date split-up or consolidation of
shares or any like capital adjustment, or the payment of stock dividend which
increases or decreases the number of outstanding shares of Common Stock,
appropriate adjustment shall be made to the number of shares and the exercise
price per share which may still be purchased under this agreement.
b. Upon a post-Grant Date merger (other than a merger of the
Company in which the holders of Common Stock immediately prior to the merger
have the same proportionate ownership of common stock in the surviving
corporation immediately after the merger), consolidation, sale of property or
stock, separation, reorganization (other than a mere reincorporation or the
creation of a holding company) or liquidation of the Company, as a result of
which the stockholders of the company receive cash, stock or other property in
exchange for or in connection with their shares of Common Stock (an "Exchange
Transaction"), the Optionee will be permitted to exercise his or her outstanding
options (whether or not otherwise exercisable) and any outstanding options not
exercised before the consummation of the Exchange Transaction will thereupon
terminate. Notwithstanding the preceding sentence, if, as part of the Exchange
Transaction, the shareholders of the Company receive capital stock of another
corporation ("Exchange Stock"), and if the Board, in its sole discretion, so
directs, then all outstanding options will be converted into options to purchase
shares of Exchange Stock. The Amount and price of the converted options will be
determined by adjusting the amount and price of the options granted hereunder on
the same basis as the determination of the number of shares of Exchange Stock
the holders of Common Stock will receive in the Exchange Transaction.
c. In the event of any adjustment in the number of shares covered
by any option pursuant to the provisions hereof, any fractional shares resulting
from such adjustment will be disregarded and each such option will cover only
the number of full shares resulting from the adjustment.
d. All adjustments under this paragraph 8 shall be made by the
Board, and its determination as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive. Unless the Optionee
agrees otherwise, any change or adjustment to the option shall be made in such a
manner so as not to constitute a "modification" as defined in Section 424(h) of
the Code and so as not to cause the Optionee's option to fail to continue to
qualify as an Incentive Stock Option.
9. No Employment Rights. Nothing in this agreement shall give the
Optionee any right to continue in the employ or service of the Company or a
subsidiary, or interfere in any way with the right of the Company to terminate
the employment or the service of the Optionee.
10. Provisions of the Plan. The provisions of the Plan shall govern if
and to the extent that there are inconsistencies between those provisions and
the provisions hereof. The Optionee acknowledges that he or she received a copy
of the Plan prior to the execution of this Agreement.
11. Administration. The committee appointed by the Board to administer
the Plan will have full power and authority to interpret and apply the
provisions of this agreement, and the decision of said committee as to any
matter arising under this agreement shall be binding and conclusive as to all
persons.
12. Miscellaneous.
a. This agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.
b. This agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. This agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof and may not be modified except by written instrument executed by the
parties.
IN WITNESS WHEREOF, this agreement has been executed as of the date
first above written.
Alexion Pharmaceuticals, Inc.
By:_________________________________
____________________________________
Optionee
