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EXHIBIT 99.3
OPTION NO.: 2000-
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AMENDED AND RESTATED ARRAY BIOPHARMA INC.
STOCK OPTION AND INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
Array BioPharma Inc., a Delaware corporation (the "Company"), hereby
grants an option to purchase shares of its common stock, $.001 par value, (the
"Stock") to the optionee named below. The terms and conditions of the option are
set forth in this cover sheet, in the attachment and in the Amended and Restated
Array BioPharma Inc. Stock Option and Incentive Plan (the "Plan").
Grant Date: _________ ___, 2000
Name of Optionee:
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Optionee's Social Security Number: - -
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Number of Shares Covered by Option:
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Option Price per Share: $_____.___ (AT LEAST 100% OF FAIR MARKET VALUE)
Vesting Start Date: ,
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BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH
IS ALSO ATTACHED. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THE PLAN, AND
AGREE THAT THE PLAN WILL CONTROL IN THE EVENT ANY PROVISION OF THIS AGREEMENT
SHOULD APPEAR TO BE INCONSISTENT.
Optionee:
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(Signature)
Company:
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(Signature)
Title:
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Attachment
This is not a stock certificate or a negotiable instrument.
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AMENDED AND RESTATED
ARRAY BIOPHARMA INC.
STOCK OPTION AND INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION This option is intended to be an incentive
stock option under Section 422 of the
Internal Revenue Code and will be
interpreted accordingly. If you cease to be
an employee of the Company, its parent or a
subsidiary ("Employee") but continue to
provide Service, this option will be deemed
a nonstatutory stock option on the 90th day
after you cease to be an Employee. In
addition, to the extent that all or part of
this option exceeds the $100,000 rule of
section 422(d) of the Internal Revenue Code,
this option or the lesser excess part will
be deemed to be a nonstatutory stock option.
VESTING This option is only exercisable before it
expires and then only with respect to the
vested portion of the option. Subject to the
preceding sentence, you may exercise this
option, in whole or in part, to purchase a
whole number of vested shares not less than
100 shares, unless the number of shares
purchased is the total number available for
purchase under the option, by following the
procedures set forth in the Plan and below
in this Agreement.
Your right to purchase shares of Stock under
this option vests [______________]. The
resulting aggregate number of vested shares
will be rounded to the nearest whole number,
and you cannot vest in more than the number
of shares covered by this option.
No additional shares of Stock will vest
after your Service has terminated for any
reason.
TERM Your option will expire in any event at the
close of business at Company headquarters on
the day before the 10th anniversary of the
Grant Date, as shown on the cover sheet.
Your option will expire earlier if your
Service terminates, as described below.
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REGULAR If your Service terminates for any reason,
TERMINATION other than death, Disability or Cause, then
your option will expire at the close of
business at Company headquarters on the 90th
day after your termination date.
TERMINATION FOR CAUSE If your Service is terminated for Cause,
then you shall immediately forfeit all
rights to your option and the option shall
immediately expire.
DEATH If your Service terminates because of your
death, then your option will expire at the
close of business at Company headquarters on
the date 12 months after the date of death.
During that twelve-month period, your estate
or heirs may exercise the vested portion of
your option.
In addition, if you die during the 90-day
period described in connection with a
regular termination (i.e., a termination of
your Service not on account of your death,
Disability or Cause), and a vested portion
of your option has not yet been exercised,
then your option will instead expire on the
date 12 months after your termination date.
In such a case, during the period following
your death up to the date 12 months after
your termination date, your estate or heirs
may exercise the vested portion of your
option.
DISABILITY If your Service terminates because of your
Disability, then your option will expire at
the close of business at Company
headquarters on the date 12 months after
your termination date.
LEAVES OF ABSENCE For purposes of this option, your Service
does not terminate when you go on a bona
fide employee leave of absence that was
approved by the Company in writing, if the
terms of the leave provide for continued
Service crediting, or when continued Service
crediting is required by applicable law.
However, your Service will be treated as
terminating 90 days after you went on
employee leave, unless your right to return
to active work is guaranteed by law or by a
contract. Your Service terminates in any
event when the approved leave ends unless
you immediately return to active employee
work.
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The Company determines, in its sole
discretion, which leaves count for this
purpose, and when your Service terminates
for all purpose under the Plan.
NOTICE OF EXERCISE When you wish to exercise this option, you
must notify the Company by filing a notice
of exercise, in substantially the form
attached hereto as Exhibit A, with the
Company's Chief Financial Officer at the
Company's headquarters. Your notice must
specify how many shares you wish to purchase
(in a parcel of at least 100 shares
generally). Your notice must also specify
how your shares of Stock should be
registered (in your name only or in your and
your spouse's names as joint tenants with
right of survivorship). The notice will be
effective when it is received by the
Company.
If someone else wants to exercise this
option after your death, that person must
prove to the Company's satisfaction that he
or she is entitled to do so.
FORM OF PAYMENT When you submit your notice of exercise, you
must include payment of the option price for
the shares you are purchasing. Payment may
be made in one (or a combination) of the
following forms:
o Cash, your personal check, a
cashier's check, a money order or
another cash equivalent acceptable
to the Company.
o Shares of Stock which have already
been owned by you for more than six
months and which are surrendered to
the Company. The value of the
shares, determined as of the
effective date of the option
exercise, will be applied to the
option price.
o To the extent a public market for
the Stock exists as determined by
the Company, by delivery (on a form
prescribed by the Company) of an
irrevocable direction to a licensed
securities broker acceptable to the
Company to sell Stock and to
deliver all or part of the sale
proceeds to the Company in payment
of the aggregate option price and
any withholding taxes.
WITHHOLDING TAXES You will not be allowed to exercise this
option unless you make acceptable
arrangements to pay any withholding or other
taxes that may be due as a result
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of the option exercise or sale of Stock
acquired under this option. In the event
that the Company determines that any
federal, state, local or foreign tax or
withholding payment is required relating to
the exercise or sale of shares arising from
this grant, the Company shall have the right
to require such payments from you, or
withhold such amounts from other payments
due to you from the Company or any
Affiliate.
TRANSFER OF OPTION During your lifetime, only you (or, in the
event of your legal incapacity or
incompetency, your guardian or legal
representative) may exercise the option. You
cannot transfer or assign this option. For
instance, you may not sell this option or
use it as security for a loan. If you
attempt to do any of these things, this
option will immediately become invalid. You
may, however, dispose of this option in your
will or it may be transferred upon your
death by the laws of descent and
distribution.
Regardless of any marital property
settlement agreement, the Company is not
obligated to honor a notice of exercise from
your spouse, nor is the Company obligated to
recognize your spouse's interest in your
option in any other way.
RETENTION RIGHTS Neither your option nor this Agreement gives
you the right to be retained by the Company
(or any Parent, Subsidiaries or Affiliates)
in any capacity. The Company (and any
Parent, Subsidiaries or Affiliates) reserve
the right to terminate your Service at any
time and for any reason.
SHAREHOLDER RIGHTS You, or your estate or heirs, have no rights
as a shareholder of the Company until a
certificate for your option's shares has
been issued. No adjustments are made for
dividends or other rights if the applicable
record date occurs before your stock
certificate is issued, except as described
in the Plan.
ADJUSTMENTS In the event of a stock split, a stock
dividend or a similar change in the Stock,
the number of shares covered by this option
and the option price per share may be
adjusted (and rounded down to the nearest
whole number) pursuant to the Plan. Your
option shall
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be subject to the terms of the agreement of
merger, liquidation or reorganization in the
event the Company is subject to such
corporate activity.
LEGENDS All certificates representing the Stock
issued upon exercise of this option shall,
where applicable, have endorsed thereon the
following legends:
"THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES
SET FORTH IN AN AGREEMENT BETWEEN THE
COMPANY AND THE REGISTERED HOLDER, OR HIS OR
HER PREDECESSOR IN INTEREST. A COPY OF SUCH
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE
OF THE COMPANY AND WILL BE FURNISHED UPON
WRITTEN REQUEST TO THE SECRETARY OF THE
COMPANY BY THE HOLDER OF RECORD OF THE
SHARES REPRESENTED BY THIS CERTIFICATE."
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION, AND
MAY NOT BE SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION OR QUALIFICATION THEREOF UNDER
SUCH ACT AND SUCH APPLICABLE STATE OR OTHER
JURISDICTION'S SECURITIES LAWS OR AN OPINION
OF COUNSEL, SATISFACTORY TO THE COMPANY AND
ITS COUNSEL, THAT SUCH REGISTRATION AND
QUALIFICATION IS NOT REQUIRED."
APPLICABLE LAW This Agreement will be interpreted and
enforced under the laws of the State of
Colorado, other than any conflicts or choice
of law rule or principle that might
otherwise refer construction or
interpretation of this Agreement to the
substantive law of another jurisdiction.
THE PLAN The text of the Plan is incorporated in this
Agreement by reference. CERTAIN CAPITALIZED
TERMS USED IN THIS AGREEMENT ARE DEFINED IN
THE PLAN, AND HAVE THE MEANING SET FORTH IN
THE PLAN.
This Agreement and the Plan constitute the
entire understanding between you and the
Company regarding this option. Any prior
agreements, commitments or
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negotiations concerning this option are
superseded.
OTHER AGREEMENTS YOU AGREE, AS A CONDITION OF THE GRANT OF
THIS OPTION, THAT IN CONNECTION WITH THE
EXERCISE OF THE OPTION, YOU WILL EXECUTE
SUCH DOCUMENT(S) AS NECESSARY TO BECOME A
PARTY TO ANY SHAREHOLDER AGREEMENT OR VOTING
TRUST AS THE COMPANY MAY REQUIRE.
CERTAIN DISPOSITIONS If you sell or otherwise dispose of Stock
acquired pursuant to the exercise of this
option sooner than the one year anniversary
of the date you acquired the Stock, then you
agree to notify the Company in writing of
the date of sale or disposition, the number
of share of Stock sold or disposed of and
the sale price per share within 30 days of
such sale or disposition.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS
AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
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EXHIBIT A
NOTICE OF EXERCISE
The undersigned hereby gives notice to Array BioPharma Inc. (the "COMPANY") of
the desire to purchase shares of common stock of the Company pursuant to
Incentive Stock Option Agreement No. _______.
1. EXERCISE OF OPTION.
Name:
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Date:
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Shares to be Exercised:
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Price:
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2. DELIVERY OF PAYMENT. Purchaser herewith delivers to the Company the
full purchase price for the Shares as follows. (Check all that apply
and complete as appropriate. The total payment must equal the purchase
price of the Shares.)
[ ] cash in the amount of $
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[ ] check in the amount of $
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[ ] by surrender of shares owned and held for more than six months
with a value of $ represented by certificate number
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[ ] pursuant to a broker transaction with
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3. SHARE REGISTRATION. The Shares are to be registered (Check one only):
[ ] in Purchaser's name, or
[ ] in Purchaser's name and the name of Purchaser's spouse, as joint
tenants with right of survivorship
Purchaser's spouse's name:
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Purchaser's spouse's Social Security No.: - -
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Sign Here
Social Security No.: - -
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Address:
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