Exhibit 10.47
HYBRIDON, INC.
Non-Employee Director Nonstatutory Stock Option Agreement
Granted Under 1997 Stock Incentive Plan
1. Grant of Option.
This agreement evidences the grant by Hybridon, Inc., a Delaware
corporation (the "Company"), on [__________] (the "Grant Date") to [_________],
a non-employee director of the Company (the "Participant"), of an option to
purchase, in whole or in part, on the terms provided herein and in the Company's
1997 Stock Incentive Plan (the "Plan"), a total of [__________] shares (the
"Shares") of common stock, $0.001 par value per share, of the Company ("Common
Stock") at a price of $[_______] per Share.
It is intended that the option evidenced by this agreement shall not be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the "Code").
Except as otherwise indicated by the context, the term "Participant", as used in
this option, shall be deemed to include any person who acquires the right to
exercise this option validly under its terms.
2. Vesting Schedule.
Except as otherwise provided in this Agreement, this option may be
exercised, in whole or in part, with respect to all of the Shares covered hereby
at any time on or after the first anniversary of the Grant Date and prior to the
tenth anniversary of the Grant Date (hereinafter the "Expiration Date").
Notwithstanding the foregoing, this option shall immediately become exercisable
in full in the event a Change of Control Event (as defined in the Plan) occurs.
3. Exercise of Option.
(a) Form of Exercise. Each election to exercise this option shall be in
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement and payment in cash or a check to the
order of the Company in an amount equal to the purchase price of the Shares
purchased. The Participant may purchase less than the number of shares covered
hereby, provided that no partial exercise of this option may be for any
fractional share.
(b) Continuous Relationship with the Company Required. Except as otherwise
provided in this Section 3, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has been at
all times since the Grant Date, a director or consultant of the Company (an
"Eligible Participant").
(c) Termination of Relationship with the Company. If the Participant
ceases to be an Eligible Participant for any reason, then, except as provided in
paragraph (d) below, the right to exercise this option shall terminate sixty
(60) days after such cessation (but in no event after the Expiration Date),
provided that this option shall be exercisable only to the extent that the
Participant was entitled to exercise this option on the date of such cessation.
Notwithstanding the foregoing, if the Participant, prior to the Expiration Date,
violates the non-competition or confidentiality provisions of any
confidentiality and nondisclosure agreement or other agreement between the
Participant and the Company, the right to exercise this option shall terminate
immediately upon such violation.
(d) Exercise Period Upon Death or Disability. If the Participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Expiration Date while he or she is an Eligible Participant, this option
shall be exercisable, within the period of one hundred eighty (180) days
following the date of death or disability of the Participant, by the Participant
(or in the case of death by an authorized transferee), provided that this option
shall be exercisable only to the extent that this option was exercisable by the
Participant on the date of his or her death or disability, and further provided
that this option shall not be exercisable after the Expiration Date.
4. Withholding.
No Shares will be issued pursuant to the exercise of this option unless
and until the Participant pays to the Company, or makes provision satisfactory
to the Company for payment of, any federal, state or local withholding taxes
required by law to be withheld in respect of this option.
5. Nontransferability of Option.
This option is personal and may not be transferred other than by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act, and this option shall be exercised during the lifetime of
the Participant only by the Participant or his or her guardian or legal
representative. No rights granted hereunder may be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
nor shall any such rights be subject to execution, attachment or similar
process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of this option or of such rights contrary to the provisions hereof, or
upon the levy of any attachment or similar process upon this option or such
rights, this option and such rights shall, at the election of the Company,
become null and void.
6. Provisions of the Plan.
This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.
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IN WITNESS WHEREOF, the Company has caused this option to be executed
under its corporate seal by its duly authorized officer. This option shall take
effect as a sealed instrument.
HYBRIDON, INC.
Dated: By:
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Name:
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Title:
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PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges receipt of a
copy of the Company's 1997 Stock Incentive Plan.
PARTICIPANT:
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Address:
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