Manhattan Pharmaceuticals, Inc. Stock Option Agreement
Exhibit
10.15
Manhattan
Pharmaceuticals, Inc.
This
Stock Option Agreement is made and entered into as of the [ ] day of
[ ],
20[ ], between
[
] (“Employee”)
and
Manhattan Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
Background
A. Employee
has been hired to serve as an employee of the Company or the Company desires
to
induce Employee to continue to serve the Company as an employee.
B. The
Company has adopted the 2003 Stock Option Plan (the “Plan”)
pursuant to which shares of common stock of the Company have been reserved
for
issuance under the Plan.
Now,
Therefore,
the
parties hereto agree as follows:
1. Incorporation
by Reference.
The
terms and conditions of the Plan, a copy of which has been delivered to
Employee, are hereby incorporated herein and made a part hereof by reference
as
if set forth in full. In the event of any conflict or inconsistency between
the
provisions of this Agreement and those of the Plan, the provisions of the
Plan
shall govern and control.
2. Grant
of Option; Purchase Price.
Subject
to the terms and conditions herein set forth, the Company hereby irrevocably
grants from the Plan to Employee the right and option, hereinafter called
the
“Option”,
to
purchase all or any part of an aggregate of the number of shares of common
stock, $.001 par value, of the Company (the “Shares”)
set
forth at the end of this Agreement after “Number
of Shares:”
at
the
price per Share set forth at the end of this Agreement after “Purchase
Price:”.
3. Exercise
and Vesting of Option.
The
Option shall be exercisable only to the extent that all, or any portion thereof,
has vested in the Employee. Except as provided herein in Paragraph 4, the
right
to purchase the Shares subject to the Option shall vest over a [ ] -year
period
beginning on the first anniversary of the date hereof and continuing each
year
thereafter until the Option is fully vested, as set forth in the following
schedule, so long as Employee continues to be employed by the Company (each
such
date is hereinafter referred to singularly as a “Vesting
Date”
and
collectively as “Vesting
Dates”):
|
Total
Shares Subject
to
Vesting Date
|
Vesting
Date
|
|
4. Termination
of Employment.
In the
event that the Employee ceases to be employed by the Company, for any reason
or
no reason, with or without cause, prior to any Vesting Date, that part of
the
Option scheduled to vest on such Vesting Date, and all parts of the Option
scheduled to vest in the future, shall not vest and all of Employee's rights
to
and under such non-vested parts of the Option shall terminate.
5. Term
of Option.
To the
extent vested, and except as otherwise provided in this Agreement, the Option
shall be exercisable for ten (10) years from the date of this Agreement;
provided,
however,
that in
the event Employee ceases to be employed by the Company, for any reason or
no
reason (but excluding as a result of a Disability, as provided below), with
or
without cause, Employee or his/her legal representative shall have three
(3)
years from the date of such termination of his/her position as an employee
to
exercise any part of the Option vested pursuant to Section 3 of this Agreement.
Upon the expiration of such three (3) year period, or, if earlier, upon the
expiration date of the Option as set forth above, the Option shall terminate
and
become null and void. Notwithstanding any provision to the contrary contained
herein, in the event Employee’s employment is terminated as a result of a
Disability (as defined in the Plan), any portion of the Option that has vested
as of the date of such Disability shall remain exercisable for the remaining
term of this Option, but all portions of the Option that have not yet vested
or
are scheduled to vest in the future shall not vest and Employee’s rights to such
portion of the Option shall terminate.
6. Rights
of Option Holder.
Employee, as holder of the Option, shall not have any of the rights of a
shareholder with respect to the Shares covered by the Option except to the
extent that one or more certificates for such Shares shall be delivered to
him
or her upon the due exercise of all or any part of the Option.
7. Transferability.
The
Option shall not be transferable except to the extent permitted by the
Plan.
8. Securities
Law Matters.
Employee acknowledges that the Shares to be received by him or her upon exercise
of the Option may have not been registered under the Securities Act of 1933
or
the Blue Sky laws of any state (collectively, the “Securities
Acts”).
If
such Shares have not been so registered, Employee acknowledges and understands
that the Company is under no obligation to register, under the Securities
Acts,
the Shares received by him or her or to assist him or her in complying with
any
exemption from such registration if he or she should at a later date wish
to
dispose of the Shares. Employee acknowledges that if not then registered
under
the Securities Acts, the Shares shall bear a legend restricting the
transferability thereof, such legend to be substantially in the following
form:
“The
shares represented by this certificate have not been registered or qualified
under federal or state securities laws. The shares may not be offered for
sale,
sold, pledged or otherwise disposed of unless so registered or qualified,
unless
an exemption exists or unless such disposition is not subject to the federal
or
state securities laws, and the Company may require that the availability
or any
exemption or the inapplicability of such securities laws be established by
an
opinion of counsel, which opinion of counsel shall be reasonably satisfactory
to
the Company.”
9. Employee
Representations.
Employee hereby represents and warrants that Employee has reviewed with his
or
her own tax advisors the federal, state, and local tax consequences of the
transactions contemplated by this Agreement. Employee is relying solely on
such
advisors and not on any statements or representation of the Company or any
of
its agents. Employee understands that he or she will be solely responsible
for
any tax liability that may result to him or her as a result of the transactions
contemplated by this Agreement. The Option, if exercised, will be exercised
for
investment and not with a view to the sale or distribution of the Shares
to be
received upon exercise thereof.
10. Notices.
All
notices and other communications provided in this Agreement will be in writing
and will be deemed to have been duly given when received by the party to
whom it
is directed at the following addresses:
2
|
If
to the Company:
|
If
to Employee:
|
|
|
Manhattan
Pharmaceuticals, Inc.
|
||
|
000
Xxxxxxx Xxxxxx, 0xx Xxxxx
|
||
|
Xxx
Xxxx, XX 00000
|
||
|
Attn:
Chief Executive Officer
|
11. General.
(a) The
Option is granted pursuant to the Plan and is governed by the terms thereof.
The
Company shall at all times during the term of the Option reserve and keep
available such number of Shares as will be sufficient to satisfy the
requirements of this Option Agreement.
(b) Nothing
herein expressed or implied is intended or shall be construed as conferring
upon
or giving to any person, firm, or corporation other than the parties hereto,
any
rights or benefits under or by reason of this Agreement.
(c) Each
party hereto agrees to execute such further documents as may be necessary
or
desirable to effect the purposes of this Agreement.
(d) This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original, but all of which shall constitute one and the same
agreement.
(e) This
Agreement, in its interpretation and effect, shall be governed by the laws
of
the State of New York applicable to contracts executed and to be performed
therein.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
|
Number
of Shares:
|
EMPLOYEE:
|
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Exercise
Price:
|
$[
]/share
|
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Name:
|
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MANHATTAN
PHARMACEUTICALS, INC.
|
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By:
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Its:
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