Exhibit 10.1
NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Progenics Pharmaceuticals, Inc.
2005 Stock Incentive Plan
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This Award Agreement (the "Agreement") made as of this _____ day of
_______________, 20___, between Progenics Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), and ____________________ (the "Optionee"), is made
pursuant to the terms of the Progenics Pharmaceuticals, Inc. 2005 Stock
Incentive Plan (the "Plan"). Capitalized terms used herein but not defined shall
have the meanings set forth in the Plan.
Section 1. Grant of Option. The Company grants to the Optionee, on the
terms and conditions set forth herein, an option (the "Option") for the purchase
of [ ] shares of the Company's common stock (the "Option Shares"), par value
$0.0013 per share (the "Common Stock"), effective as of the date hereof (the
"Date of Grant").
Section 2. Exercise Price. The exercise price per share of the Option shall
be $[ ], which is the Fair Market Value (as defined in the Plan) of a share of
Common Stock as of the Date of Grant (the "Option Price").
Section 3. Vesting of Option. The Option shall vest and become exercisable
in accordance with the following vesting schedule, subject to the Optionee's
continued employment with the Company or any Subsidiary on each such vesting
date:
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VESTING DATE NUMBER OF SHARES
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Section 4. Option Term. The Option Shares that become vested pursuant to
Section 3 hereof may be purchased at any time on or after the date of such
vesting and prior to the expiration of the term of the Option (the "Option
Term"). The Option Term shall expire on the day prior to the tenth anniversary
of the Date of Grant, unless earlier terminated in accordance with the terms of
the Plan or upon termination of the Optionee's employment with the Company or
any Subsidiary ("Termination of Employment") in accordance with Section 5
hereof. Upon the expiration of the Option Term, any unexercised Option Shares
shall be cancelled and shall be of no further force or effect.
Section 5. Termination of Employment.
(a) General. In the event of a Termination of Employment for any reason
prior to the date that the Option becomes vested in accordance with Section 3
hereof, the Optionee shall forfeit the Optionee's interest in any Option Shares
that have not yet become vested, which shall be cancelled and be of no further
force or effect. In the event of a Termination of Employment for any reason
following any applicable vesting date, the Optionee shall retain the right to
purchase any Option Shares that have previously become vested in accordance with
the terms hereof until the expiration of 90 days following the effective date of
such Termination of Employment (or the expiration of the original ten-year
Option Term, if earlier).
(b) Cause. Notwithstanding the provisions of Section 5(a) hereof, in the
event of a Termination of Employment for "Cause" (as defined below), the
Optionee's right to purchase any Option Shares, whether or not vested, shall
immediately terminate and all rights thereunder shall cease. For purposes
hereof, termination for "Cause" shall include (i) the Optionee's willful and
continued failure to substantially perform the Optionee's duties to the Company;
(ii) the Optionee's conviction for, or plea of nolo contendere to, a felony or
any crime involving moral turpitude; (iii) the Optionee's engagement in any
malfeasance, fraud or dishonesty of a substantial nature in connection with the
Optionee's position with the Company; or (iv) such other willful act by the
Optionee that materially damages the reputation of the Company. Notwithstanding
the foregoing, if the Optionee is a party to an employment or similar agreement
with the Company or any Subsidiary, the term "Cause" shall, for the purposes of
this Agreement, have the same meaning set forth in such employment or similar
agreement if and to the extent such term is defined therein.
(c) Death or Disability. Notwithstanding the provisions of Section 5(a)
hereof, in the event of a Termination of Employment as a result of death or
Disability following any applicable vesting date, the Optionee, or the
Optionee's legal representative, shall retain the right to purchase any Option
Shares that have previously become vested in accordance with the terms hereof
until the expiration of 12 months following the date of such Termination of
Employment (or the expiration of the original ten-year Option Term, if earlier).
Section 6. Procedure for Exercise.
(a) Notice of Exercise. The Option may be exercised, in whole or in part,
and whole Option Shares may be purchased, at any time during the term hereof by
notice to the Company in the form required by the Committee, together with
payment of the aggregate Option Price therefor and any applicable withholding
taxes.
(b) Payment of Option Price. Payment of the Option Price shall be made: (i)
in cash or by cash equivalent acceptable to the Committee, (ii) by payment in
shares of Common Stock that have been held by the Optionee for at least six
months (or such other period as the Committee may deem appropriate for purposes
of applicable accounting rules), valued at the Fair Market Value of such shares
on the date of exercise, (iii) through an open-market, broker-assisted
transaction, or (iv) by a combination of the foregoing methods. In addition and
at the time of exercise, if and to the extent required by applicable law, the
Optionee shall remit to the Company under procedures specified by the Company
all required Federal, state and local withholding tax amounts in any manner as
permitted above for payment of the Option Price.
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(c) Delivery of Stock Certificates Upon Exercise. Upon the exercise of the
Option, the Company shall mail or deliver to the Optionee (or beneficiary in the
case of exercise by a beneficiary), as promptly as practicable, a stock
certificate or certificates representing the shares of Common Stock then
purchased, and will pay all stamp taxes payable in connection therewith.
Notwithstanding the foregoing, the Company shall not be obligated to deliver any
such certificate or certificates upon exercise of the Option until the Company
shall have received such assurances from its counsel as the Company may
reasonably request that the exercise of the Option and the issuance of shares of
Common Stock pursuant to such exercise will not violate the Securities Act of
1933 (the "Act"), as amended (as then in effect or any similar statute then in
effect), or the securities laws of any state applicable to such exercise,
issuance or transfer. Such assurances may include (but need not be limited to)
opinions of counsel to the Company, covenants by the holder or transferee to
observe such Act and laws, and the placement of a legend on such certificate or
certificates restricting subsequent transfers or sales except in compliance with
such Act and laws.
Section 7. Investment Representation. Upon the exercise of the Option at a
time when there is not in effect a registration statement under the Act relating
to the shares of Common Stock, by virtue of such exercise, the Optionee shall be
deemed to represent and warrant to the Company that the shares of Common Stock
shall be acquired for investment and not with a view to the distribution
thereof, and not with any present intention of distributing the same, and the
Optionee shall provide the Company with such further representations and
warranties as the Company may require in order to ensure compliance with
applicable Federal and state securities, blue sky and other laws. No shares of
Common Stock shall be acquired unless and until the Company and/or the Optionee
shall have complied with all applicable Federal or state registration, listing
and/or qualification requirements and all other requirements of law or of any
regulatory agencies having jurisdiction, unless the Committee has received
evidence satisfactory to it that the Optionee may acquire such shares pursuant
to an exemption from registration under the applicable securities laws. Any
determination in this connection by the Committee shall be final, binding and
conclusive. The Company reserves the right to legend any certificate for shares
of Common Stock, conditioning sales of such shares upon compliance with
applicable federal and state securities laws and regulations.
Section 8. Limitation of Rights. The Optionee shall not have any privileges
of a stockholder of the Company with respect to the Option Shares, including
without limitation any right to vote such Option Shares or to receive dividends
or other distributions in respect thereof, until the date of the issuance to the
Optionee of a stock certificate evidencing the Common Stock. Nothing in this
Agreement or the Option shall confer upon the Optionee any right to continued
employment with the Company or to interfere in any way with the right of the
Company to terminate the Optionee's employment at any time.
Section 9. Adjustments. The Option granted hereunder shall be subject to
the provisions of Section 4.2 of the Plan relating to adjustments for
recapitalizations, reclassifications and other changes in the Company's
corporate structure.
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Section 10. Transfer Restrictions. The Option may not be transferred,
pledged, assigned, hypothecated or otherwise disposed of in any way by the
Optionee, except by will or by the laws of descent and distribution; provided,
however, that the Optionee may, during the Optionee's lifetime and subject to
the prior approval of the Committee at the time of proposed transfer, transfer
all or part of the Option to or for the benefit of the Optionee's "family
members" (as defined in a manner consistent with the rules applicable to
registration statements on Form S-8 promulgated under the Securities Act of
1933). Subsequent transfers of the Option shall be prohibited other than by will
or the laws of descent and distribution upon the death of the transferee. In the
event that an Optionee becomes legally incapacitated, the Option shall be
exercisable by the Optionee's legal guardian, committee or legal representative.
If the Optionee dies, the Option shall thereafter be exercisable by the
Optionee's beneficiary as designated by the Optionee in the manner prescribed by
the Committee or, in the absence of an authorized beneficiary designation, by
the legatee of such Option under the Optionee's will, or by the Optionee's
estate in accordance with the Optionee's will or the laws of descent and
distribution, in each case in the same manner and to the same extent that the
Option was exercisable by the Optionee on the date of the Optionee's death. The
Option shall not be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of
the Option contrary to the provisions hereof, and the levy of any execution,
attachment or similar process upon the Option, shall be null and void and
without effect.
Section 11. Notices. Any notice hereunder by the Optionee shall be given to
the Company in writing and such notice shall be deemed duly given only upon
receipt thereof by the General Counsel of the Company. Any notice hereunder by
the Company shall be given to the Optionee in writing and such notice shall be
deemed duly given only upon receipt thereof at such address as the Optionee may
have on file with the Company.
Section 12. Construction. The Option hereunder is granted pursuant to the
Plan and is in all respects subject to the terms and conditions of the Plan. The
Optionee hereby acknowledges that a copy of the Plan has been delivered to the
Optionee and accepts the Option hereunder subject to all terms and provisions of
the Plan, which is incorporated herein by reference. In the event of a conflict
or ambiguity between any term or provision contained herein and a term or
provision of the Plan, the Plan will govern and prevail. The construction of and
decisions under the Plan are vested in the Committee, whose determinations shall
be final, conclusive and binding upon the Optionee.
Section 13. Governing Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of Delaware, without giving effect to
the choice of law principles thereof.
Section 14. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
Section 15. Binding Effect. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
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Section 16. Entire Agreement. This Agreement and the Plan constitute the
entire agreement between the parties with respect to the subject matter hereof
and thereof, merging any and all prior agreements.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement effective as of the date first above written.
PROGENICS PHARMACEUTICALS, INC.
By:
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Name:
Title:
OPTIONEE
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Signature of Optionee
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Print Name
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