REXAHN PHARMACEUTICALS, INC. STOCK OPTION PLAN STOCK OPTION GRANT AGREEMENT
EXHIBIT 10.2
[Non-Employee
Directors/Consultants]
STOCK
OPTION PLAN
THIS
AGREEMENT, made as of the ___th
day of _________, 200__ (the "Grant Date"), by and between (i) Rexahn
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and
(ii) ________________, an individual who serves as a [director
of/consultant to] the Company ("Optionee").
WHEREAS,
the Board of Directors and
stockholders of the Company have duly adopted and approved the Rexahn
Pharmaceuticals, Inc. Stock Option Plan (the "Plan"); and
WHEREAS,
in order to provide an
incentive to Optionee to serve as a [director of/consultant to] the Company
and
for such other purposes as are set forth in the Plan, the Committee responsible
for administration of the Plan has determined to grant an option to Optionee
as
provided herein.
NOW,
THEREFORE, in consideration of the
mutual promises and covenants contained herein, the parties hereto agree as
follows:
1. Grant
of Option.
1.1. Subject
to the terms and conditions hereafter set forth including, without limitation,
Optionee's compliance with Optionee's representations, covenants and agreements
in Sections 13 through 20 hereof inclusive and Optionee's execution
contemporaneously with this Agreement of the Stockholder's Agreement of even
date herewith (the "Stockholder's Agreement"), the Company hereby grants to
Optionee the right and option (the "Option") to purchase all or any part of
an aggregate of ______ whole shares of Common Stock of the Company (the
"Shares").
1.2. This
Agreement shall be construed in accordance and consistent with, and subject
to,
the provisions of the Plan (the provisions of which are incorporated herein
by
reference) and, except as otherwise expressly set forth herein, the capitalized
terms used in this Agreement shall have the same definitions as set forth in
the
Plan. In the event any provision of this Agreement shall conflict
with any of the terms in the Plan as constituted on the Grant Date, the terms
of
the Plan as constituted on the Grant Date shall control.
2. Purchase
Price.
The
price at which Optionee shall be
entitled to purchase the Shares upon the exercise of the Option shall be $______
per Share (the "Exercise Price").
3. Duration of Option.
The
Option shall be exercisable to the
extent and in the manner provided herein for a period of ten (10) years
from the Grant Date (the "Exercise Term"); provided, however, that the
Option may be terminated earlier, as provided in Sections 5.1, 7.1 and 22
hereof.
4. Vesting
of Option.
4.1. So
long as Optionee shall not have violated the provisions of Sections 13
through 20 hereof inclusive, and further subject to the provisions of the Plan
and this Agreement regarding the duration of the Option and the period during
which the Option may be exercised, except as provided in Section 4.2
hereof, Optionee shall become vested in the Options as follows:
(a) One
hundred percent (100%) of the Options shall vest on the first
(1st) anniversary of the Grant Date.
4.2. Notwithstanding
Section 4.1 hereof, but subject to the provisions of the Plan and this
Agreement regarding the duration of the Option and the Period during which
the
Option may be exercised, Optionee shall become one hundred percent (100%) vested
in the Options if a Change of Control, as provided in Section 5.1 hereof,
shall occur prior to the termination or expiration of the Option.
4.3. For
purposes of this Agreement, the Options which are vested are referred to as
"Vested Options". The Option may be exercised with respect to the
Vested Options, as provided under the applicable provisions of this
Agreement.
5. Effect
of a Change of Control.
5.1. In
the event of any Change of Control (as defined in the Plan), the vesting of
each
outstanding Option shall automatically accelerate so that each such Option
shall, immediately prior to the effective date of the Change of Control, become
fully exercisable for all of the Shares at the time subject to such Option
and
may be exercised for any or all of those Shares as fully-vested
Options. However, an outstanding Option shall NOT so accelerate if
and to the extent such Option is, in connection with the Change of Control,
either to be assumed by the successor corporation (or parent thereof) or to
be
replaced with a comparable Option for shares of the capital stock of the
successor corporation (or the parent thereof). The determination of
Option comparability shall be made by the administrator of the Plan, and its
determination shall be final, binding and conclusive.
6. Manner of Exercise and Payment.
6.1. The
Option may be exercised only if compliance with all applicable Federal and
state
securities laws can be effected and only by (a) Optionee's completion,
execution and delivery to the Company of a Notice of Exercise substantially
in
the form attached hereto as Exhibit A and an investment letter (if required
by the Company) as supplied by the Company, and (b) the payment to the
Company, by cash or check, of an amount equal to the amount obtained by
multiplying the Exercise Price by the number of Shares being purchased pursuant
to such exercise, as shall be specified by Optionee in such Notice of
Exercise.
6.2. Upon
receipt of Notice of Exercise and full payment of the Exercise Price for the
Shares in respect of which the Option is being exercised, the Company shall
take
such action as may be necessary to effect the transfer to Optionee of the number
of Shares as to which such exercise was effective.
6.3. Optionee
shall not be deemed to be the owner of any of the Shares unless and
until: (i) the Option shall have been exercised pursuant to the
terms of this Agreement and Optionee shall have paid the full purchase price
for
the number of Shares in respect of which the Option was exercised;
(ii) Optionee shall have satisfied all of Optionee's obligations regarding
the withholding of taxes, as provided in Section 12 hereof; (iii) the
Company shall have issued and delivered the Shares to Optionee; and
(iv) Optionee's name shall have been entered as a shareholder of record on
the books of the Company, whereupon Optionee shall have full dividend and other
ownership rights with respect to such Shares.
7. Termination of Engagement.
7.1. If
the Optionee's service as [director of/consultant to] the Company shall
terminate or cease for any reason whatsoever, any unexercised portion of the
Option (whether or not vested and exercisable) shall terminate and expire on
the
Termination Date, after which the Optionee shall have no right to exercise
the
Option. For purposes of the foregoing, (i) if Optionee's service
with the Company shall be terminated for Cause (as defined in Section 7.2
hereof), the "Termination Date" shall mean the effective date of Optionee's
termination of service with the Company, or (ii) if Optionee's employment
shall terminate for any reason other than Cause, the "Termination Date" shall
mean the date that is thirty (30) days after the effective date of
Optionee's termination of service with the Company.
7.2. "Cause"
shall mean (i) Optionee's conviction of any felony or business-related
misdemeanor; (ii) fraud, theft or embezzlement; (iii) a material act
of personal dishonesty affecting the Company; (iv) an act of gross neglect
or gross misconduct; (v) the commission of any other act with the intent to
harm or injure the Company; or (vi) a material breach of this
Agreement.
8. No
Pre-Emptive Rights or Registration Rights.
Optionee
shall not be entitled to any
pre-emptive rights with respect to the Company's issuance of any Common Stock
or
other securities, nor shall Optionee be entitled to registration rights with
respect to any Shares in the event that the Company files a registration
statement under the Securities Act of 1933 with respect to the Common Stock
or
any other securities.
9. Nontransferability.
The
Option granted hereunder shall not
be transferable by Optionee other than by will or the laws of descent and
distribution and the Option may be exercised during the lifetime of Optionee
only by Optionee or his or her guardian or legal representative. The
terms of the Option shall be final, binding and conclusive upon the
beneficiaries, executors, administrators, heirs and successors of
Optionee.
10. No Right to Continued Service.
Except
as provided by the Company's
certificate of incorporation and by-laws and the General Corporation Law of
the
State of Delaware, nothing in this Agreement or the Plan shall be interpreted
or
construed to confer upon Optionee any right with respect to continuation of
the
Optionee's service [as a non-employee director or consultant] with the Company,
nor shall this Agreement or the Plan interfere in any way with the right of
the
Company to terminate Optionee's service at any time. No change of
Optionee's duties as an non-employee director or consultant of the Company
shall
result in, or be deemed to be, a modification of any terms of this
Agreement.
11. Adjustments.
In
the event of a reclassification,
recapitalization, stock split, stock dividend, combination of shares, or other
similar event with respect to the Common Stock, the Committee may make
appropriate adjustments to the number and class of Shares or other stock or
securities subject to the Option and the purchase price for such Shares or
other
stock or securities. The Committee's adjustment shall be made in
accordance with the provisions of Section 9 of the Plan and shall be
effective and final, binding and conclusive for all purposes of the Plan and
this Agreement.
12. Withholding of Taxes.
At
such times as Optionee exercises the
Option, Optionee shall pay to the Company in cash an amount equal to the
Federal, state and local income taxes and other amounts as may be required
by
law to be withheld by the Company in connection with exercise of the Option
(the
"Withholding Taxes") prior to the issuance of the Shares in respect of which
the
Option was exercised. The Company shall have the right to deduct from
any payment of cash to which Optionee is entitled from the Company an amount
equal to the Withholding Taxes in satisfaction of the obligation to pay
Withholding Taxes. In satisfaction of the Withholding Taxes, Optionee
may make a written election, which may be accepted or rejected in the sole
discretion of the Committee, to have withheld a portion of the Shares issuable
to him upon exercise of the Option, having an aggregate Fair Market Value,
on
the date preceding the date of such issuance, equal to the Withholding
Taxes.
13. Treatment
of Information.
13.1. Optionee
acknowledges that, in and as a result of Optionee's engagement by the Company,
Optionee shall or may be making use of, acquiring and/or adding to confidential
information of a special and unique nature and value relating to such matters
as
the Company's trade secrets, systems, programs, procedures, manuals,
confidential reports and communications and lists of customers and
clients. Optionee further acknowledges that any information and
materials received by the Company from third parties in confidence (or subject
to nondisclosure or similar covenants) shall be deemed to be and shall be
confidential information within the meaning of this
Section 13. As a material inducement to the Company to grant to
Optionee the Option, Optionee covenants and agrees that Optionee shall not,
except with the prior written consent of the Company, or except if Optionee
is
acting as an non-employee director or consultant of the Company solely for
the
benefit of the Company in connection with the Company's business and in
accordance with the Company's business practices and employee policies, at
any
time during or following the term of Optionee's engagement by the Company,
directly or indirectly, disclose, divulge, reveal, report, publish, transfer
or
use, for any purpose whatsoever, any of such information which has been obtained
by or disclosed to Optionee as a result of Optionee's engagement with the
Company, including any of the information referred to in Section 14
hereof.
13.2. Disclosure
of any
of the information referred to in Section 13.1 hereof shall not be
prohibited if such disclosure is directly related to a valid and existing order
of a court or other governmental body or agency within the United States;
provided, however, that (i) Optionee shall first have given prompt notice
to the Company of any possible or prospective order (or proceeding pursuant
to
which any such order may result) and (ii) the Company shall have been
afforded a reasonable opportunity to prevent or limit any such
disclosure.
14. Definition
of Protected Information.
14.1. For
purposes of
this Agreement, the term "Protected Information" shall mean all of the
information referred to in Section 13 hereof and all of the following
materials and information (whether or not reduced to writing and whether or
not
patentable or protectible by copyright) which Optionee receives, receives access
to, conceives or develops or has received, received access to, conceived or
developed, in whole or in part, directly or indirectly, in connection with
Optionee's engagement with the Company or in the course of Optionee's engagement
with the Company (in any capacity, whether executive, managerial, planning,
technical, sales, research, development, manufacturing, engineering or
otherwise) or through the use of any of the Company's facilities or
resources:
(a) Application,
operating system, data base, communication and other computer software, whether
now or hereafter existing, developed for use on any operating system,
all modifications, enhancements and versions and all options available with
respect thereto, and all future products developed or derived
therefrom;
(b) Source
and object codes, flowcharts, algorithms, coding sheets, routines, sub-routines,
compilers, assemblers, design concepts and related documentation and
manuals;
(c) Production
processes, marketing techniques and arrangements, mailing lists, purchasing
information, pricing policies, quoting procedures, financial information,
customer and prospect names and requirements, employee, customer, supplier
and
distributor data and other materials or information relating to the Company's
business and activities and the manner in which the Company does
business;
(d) Discoveries,
concepts and ideas including, without limitation, the nature and results of
research and development activities, processes, formulas, inventions,
computer-related equipment or technology, techniques, "know-how", designs,
drawings and specifications;
(e) Any
other materials or information related to the business or activities of the
Company which are not generally known to others engaged in similar businesses
or
activities; and
(f) All
ideas which are derived from or relate to Optionee's access to or knowledge
of
any of the above enumerated materials and information.
14.2. Failure
to ▇▇▇▇ any
of the Protected Information as confidential, proprietary or Protected
Information shall not affect its status as part of the Protected Information
under the terms of this Agreement.
14.3. For
purposes of
this Agreement, the term "Protected Information" shall not include information
which is or becomes publicly available without breach of (i) this
Agreement, (ii) any other agreement or instrument to which the Company is a
party or a beneficiary or (iii) any duty owed to the Company by Optionee or
any third party; provided, however, that Optionee hereby acknowledges and agrees
that, except as otherwise provided in Section 13.2 hereof, if Optionee
shall seek to disclose, divulge, reveal, report, publish, transfer or use,
for
any purpose whatsoever, any Protected Information, Optionee shall bear the
burden of proving that any such information shall have become publicly available
without any such breach.
15. Ownership
of Information.
15.1. Optionee
covenants
and agrees that all right, title and interest in any Protected Information
shall
be and shall remain the exclusive property of the Company; provided, however,
that the foregoing shall not apply to any invention for which no equipment,
supplies, facility or Protected Information of the Company was used, which
was
developed entirely on Optionee's own time, and which does not (i) relate to
the business of the Company, (ii) relate to the Company's actual or
demonstrably anticipated research or development or (iii) result from any
work performed by Optionee for the Company. Optionee agrees
immediately to disclose to the Company all Protected Information developed
in
whole or in part by Optionee during the term of Optionee's engagement with
the
Company and to assign to the Company any right, title or interest Optionee
may
have in such Protected Information. Optionee agrees to execute any
instruments and to do all other things reasonably requested by the Company
(both
during and after Optionee's engagement with the Company) in order to vest more
fully in the Company all ownership rights in those items hereby transferred
by
Optionee to the Company.
15.2. If
any one or more
of the items described in Section 15.1 above are protectible by copyright
and are deemed in any way to fall within the definition of "work made for hire,"
as such term is defined in 17 U.S.C. §101, such work shall be considered a "work
made for hire," the copyright of which shall be owned solely, completely and
exclusively by the Company. If any one or more of the aforementioned
items are protectible by copyright and are not considered to be included in
the
categories of works covered by the "work made for hire" definition contained
in
17 U.S.C. §101, such items shall be deemed to be assigned and transferred
completely and exclusively to the Company by virtue of the execution of this
Agreement.
16. Materials.
All
notes, data, tapes, reference
items, sketches, drawings, memoranda, records and other materials in any way
relating to any of the information referred to in Sections 13 and 14 hereof
(including, without limitation, any Protected Information) or to the Company's
business shall belong exclusively to the Company and Optionee agrees to turn
over to the Company all copies of such materials in Optionee's possession or
under Optionee's control at the request of the Company or, in the absence of
such a request, upon the termination of engagement of Optionee.
17. Covenants
Not to Compete or Hire Employees.
It
is recognized and understood by the
parties hereto that Optionee, through Optionee's association with the Company
as
an non-employee director or consultant, shall acquire a considerable amount
of
knowledge and goodwill with respect to the business of the Company, which
knowledge and goodwill are extremely valuable to the Company and which would
be
extremely detrimental to the Company if used by Optionee to compete with the
Company. It is, therefore, understood and agreed by the parties
hereto that, because of the nature of the business of the Company, it is
necessary to afford fair protection to the Company from such competition by
Optionee. Consequently, as a material inducement to the Company to
grant Optionee the Option, Optionee covenants and agrees that for the period
commencing with the date hereof and ending one (1) year after Optionee's
termination of service with the Company for any reason whatsoever, Optionee
shall not (a) engage, directly, indirectly or in concert with
any other person or entity, in any activity, any service or promote any product
which in any way competes with any service or product provided, sold, licensed
or promoted by the Company or (b) directly or indirectly, solicit or divert
or attempt to solicit or divert from the Company any customer, client, account
or business of the Company. Optionee further covenants and agrees
that for the period commencing with the date hereof and ending one (1) year
after Optionee's termination of engagement from the Company for any reason
whatsoever, Optionee shall not, directly or indirectly, hire or engage or
attempt to hire or engage any employee of the Company, whether for or on behalf
of Optionee or for any entity in which Optionee shall have a direct or indirect
interest (or any subsidiary or affiliate of any such entity), whether as a
proprietor, partner, co-venturer, financier, investor or stockholder, director,
officer, employer, employee, servant, agent, representative or
otherwise.
18. No
Prior Agreements.
Optionee
represents that Optionee's
performance of all the terms of this Agreement and any services to be rendered
as an non-employee director or consultant of the Company do not and shall not
breach any fiduciary or other duty or any covenant, agreement or understanding
(including, without limitation, any agreement relating to any proprietary
information, knowledge or data acquired by Optionee in confidence, trust or
otherwise prior to Optionee's engagement by the Company) to which Optionee
is a
party or by the terms of which Optionee may be bound. Optionee
covenants and agrees that Optionee shall not disclose to the Company, or induce
the Company to use, any such proprietary information, knowledge or data
belonging to any previous employer or others. Optionee further
covenants and agrees not to enter into any agreement or understanding, either
written or oral, in conflict with the provisions of this Agreement.
19. Injunctive
Relief.
Optionee
understands and agrees that
the Company will suffer irreparable harm in the event that Optionee breaches
any
of Optionee's obligations under Sections 13, 15, 16, 17 or 18 hereof and
that monetary damages will be inadequate to compensate the Company for such
breach. Accordingly, Optionee agrees that, in the event of a breach
or threatened breach by Optionee of any of the provisions of Sections 13,
15, 16, 17 or 18 hereof, the Company, in addition to and not in limitation
of
any other rights, remedies or damages available to the Company at law or in
equity, shall be entitled to a temporary restraining order, preliminary
injunction and permanent injunction in order to prevent or to restrain any
such
breach by Optionee, or by any or all of Optionee's partners, co-venturers,
employers, employees, servants, agents, representatives and any and all persons
directly or indirectly acting for, on behalf of or with
Optionee.
20. Accounting
for Profits; Indemnification.
Optionee
covenants and agrees that, if
Optionee shall violate any of Optionee's covenants or agreements contained
in
Sections 13, 15, 16 or 17 hereof, the Company shall be entitled to an
accounting and repayment of all profits, compensation, royalties, commissions,
remunerations or benefits which Optionee directly or indirectly shall have
realized or may realize relating to, growing out of or in connection with any
such violation; such remedy shall be in addition to and not in limitation of
any
injunctive relief or other rights or remedies to which the Company is or may
be
entitled at law or in equity or otherwise under this
Agreement. Optionee hereby agrees to defend, indemnify and hold
harmless the Company against and in respect of: (i) any and all
losses and damages resulting from, relating or incident to, or arising out
of
any misrepresentation or breach by Optionee of any warranty, covenant or
agreement made or contained in this Agreement; and (ii) any and all
actions, suits, proceedings, claims, demands, judgments, costs and expenses
(including reasonable attorneys' fees) incident to the foregoing.
21. Reasonableness
of Restrictions.
OPTIONEE
HAS CAREFULLY READ AND
CONSIDERED THE PROVISIONS OF SECTIONS 13 THROUGH 20 HEREOF INCLUSIVE AND,
HAVING DONE SO, AGREES THAT THE RESTRICTIONS SET FORTH IN SUCH SECTIONS ARE
FAIR AND REASONABLE AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE
INTERESTS OF THE CORPORATION, AND ITS OFFICERS, DIRECTORS, STOCKHOLDERS AND
EMPLOYEES. OPTIONEE FURTHER AGREES THAT ALL SUCH PROVISIONS ARE IN
FURTHERANCE AND NOT IN LIMITATION OF ANY OTHER COVENANTS AND RESTRICTIONS
APPLICABLE TO OPTIONEE.
22. Forfeiture
of Right to Exercise Option.
Any
breach by Optionee of any of
Optionee's representations, covenants or agreements in Sections 13 through
20 hereof inclusive shall result in the forfeiture, as of the date of such
breach, of all rights to exercise the Option.
23. Optionee Bound by the Plan.
Optionee
hereby acknowledges receipt of
a copy of the Plan and agrees to be bound by all the terms and provisions
thereof.
24. Modification
of Agreement.
This
Agreement may be modified,
amended, suspended or terminated, and any terms or conditions may be waived,
but
only by a written instrument executed by the parties hereto.
25. Severability.
Whenever
possible, each provision in
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be held
by a
court of competent jurisdiction to be prohibited by or invalid or unenforceable
under applicable law, then (a) such provision shall be deemed amended to
accomplish the objectives of the provision as originally written to the fullest
extent permitted by law and (b) all other provisions of this Agreement
shall remain in full force and effect.
26. Governing Law.
The
validity, interpretation,
construction and performance of this Agreement shall be governed by the laws
of
the State of Delaware without giving effect to the conflicts of laws principles
thereof.
27. Successors in Interest.
This
Agreement shall inure to the
benefit of and be binding upon any successor to the Company. This
Agreement shall inure to the benefit of Optionee's legal
representatives. All obligations imposed upon Optionee and all rights
granted to the Company under this Agreement shall be final, binding and
conclusive upon Optionee's heirs, executors, administrators and
successors. As used in Sections 13 through 20 hereof inclusive
and this Section 27, the term "Company" shall also include any corporation
which is a parent or a subsidiary of the Company or any corporation or entity
which is an affiliate of the Company by virtue of common (although not
identical) ownership. Optionee hereby consents to the enforcement of
any and all of the provisions of this Agreement by or for the benefit of the
Company and any such other corporation or entity.
28. Resolution of Disputes.
Any
dispute or disagreement which may
arise under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement shall be determined by the
Committee. Any determination made hereunder shall be final, binding
and conclusive on Optionee and Company for all purposes.
29. Specific
Performance.
Strict
compliance by Optionee shall be
required with each and every provision of this Agreement. The parties
hereto agree that the Shares are unique, that Optionee's failure to perform
the
obligations provided by this Agreement will result in irreparable damage to
the
Company and that specific performance of Optionee's obligations may be obtained
by suit in equity.
30. Interpretation.
30.1. This
Agreement and
the Plan set forth all of the promises, agreements, conditions, understandings,
warranties and representations between the parties hereto with respect to the
Option and the Shares, and there are no promises, agreements, conditions,
understandings, warranties or representations, oral or written, express or
implied, between them with respect to the Option or the Shares other than as
set
forth herein and in the Plan, as amended. Any and all prior
agreements between the parties hereto with respect to the Shares or the Option
are hereby revoked. This Agreement and the Plan are intended by the
parties to be an integration of any and all prior agreements or understandings,
oral or written, with respect to the Option and the Shares.
30.2. The
captions herein
are for reference purposes only and in no way define or limit the scope or
content of this Agreement or in any way affect the interpretation of its
provisions.
31. Notices.
Any
and all notices provided for herein
shall be sufficient if in writing and shall either be hand delivered, with
receipt therefor, or sent by Federal Express or other nationally recognized
courier, or by certified or registered mail, postage prepaid, return receipt
requested, in the case of the Company, to its principal office, and, in the
case
of Optionee, to Optionee's address as shown on the Company's
records. A notice that is sent by Federal Express or other nationally
recognized courier or that is sent by certified or registered mail will be
deemed given on the earlier of the date the notice is received by the addressee
or three (3) business days after the date the notice is
sent. Either party may change the address to which notices or other
communications are to be delivered to them hereunder by giving written notice
to
the other party as provided in this paragraph.
IN
WITNESS WHEREOF, the parties hereto
have duly executed and delivered this Agreement, or caused this Agreement to
be
duly executed and delivered in their name and on their behalf, as of the day
and
year first above written.
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COMPANY:
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a
Delaware corporation
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By:
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Name:
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Title:
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OPTIONEE:
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Name:
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EXHIBIT
A
NOTICE
AND REQUEST OF EXERCISE
OF
OPTION
TO PURCHASE
SHARES
OF STOCK
OF
The
undersigned Optionee of the Stock Option Plan (the "Plan") of Rexahn
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), does by this
notice request that the Company issue to the undersigned that number of Shares
specified below at the price per Share specified below pursuant to the exercise
of Optionee's Option under the Plan and the Stock Option Grant Agreement (the
"Agreement") between the undersigned and the Company.
Unless
otherwise defined, the terms defined in the Stock Option Grant Agreement (the
"Agreement") between the undersigned and the Company are used herein as thereon
defined.
Simultaneously
herewith, the undersigned delivers to the Company the purchase price for the
Shares (i.e., that amount which is obtained by multiplying the
number of the Shares in D below by the price specified), in cash or by good
check, in accordance with Section 6 of the Agreement or as otherwise
provided under the Plan.
The
undersigned hereby represents and warrants that the undersigned has read and
understands the Plan and the Agreement and the terms and conditions set forth
therein under which the Shares are acquired, shall be held and may be disposed,
and hereby ratifies and confirms such terms and conditions.
The
undersigned acknowledges and understands that in connection with the acquisition
of the Shares by the undersigned: (1) that the Shares have not
been approved or disapproved by the Securities and Exchange Commission or any
State securities commission or other regulatory authority, nor have any of
such
authorities passed upon or endorsed the merits of such Shares; (2) that the
undersigned has had a reasonable opportunity to ask questions of the Company
regarding restrictions on the transferability of the Shares and other matters
relevant to the undersigned's purchase of the Shares; (3) if the
undersigned is an affiliate of the Company (i.e., an officer,
director or owner of 10% or more of the outstanding shares of Common Stock),
the
undersigned will be required to file a Form 144 with the Securities and
Exchange Commission in connection with sales of the Shares pursuant to
Rule 144 under the Act, the undersigned will mail a copy of such Form to
the Company at the same time and each time the undersigned mails a copy to
the
Securities and Exchange Commission; and (4) that the Company has made no
representations or warranties to the undersigned of any kind whatsoever
regarding the tax treatment of the Option and/or the Shares and the undersigned
has been advised to seek the advice of its own tax advisor.
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Dated:
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Very
truly yours,
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Signature
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Name
of Optionholder
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RESIDENCE:
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Street
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City,
State, Zip Code
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A.
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Date
of the
Agreement: ____________________.
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B.
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Number
of Shares covered by
Option: ____________________.
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C.
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Number
of Shares which may be purchased at this
time: ____________________.
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D.
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Number
of Shares to be actually purchased at this time (must be 100 Shares
or
whole multiples thereof and cannot be greater than
C): ____________________.
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E.
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Exercise
price per
Share: $____________________.
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F.
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Aggregate
price to be paid for Shares actually purchased (D multiplied by
E): $___________________.
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