HANA BIOSCIENCES, INC. Amendment to Stock Option Agreement
Exhibit
10.17
HANA
BIOSCIENCES, INC.
Amendment
to Stock Option Agreement
This
Amendment to Stock Option Agreement (this “Amendment”)
is
made and entered into as of the 30th day of June, 2006, between Xxxx X. Xxxxxx
(“Optionee”)
and
Hana Biosciences, Inc., a Delaware corporation (the “Company”).
Background
A. Optionee
and the Company entered into a Stock Option Agreement dated February 1, 2004
(the “Stock
Option Agreement”).
B.
Pursuant to the Stock Option Agreement, the Company granted Optionee an option
to purchase 141,007 shares of the Company’s common stock, as adjusted to reflect
stock splits, combinations, mergers and other adjustments prior to the date
hereof.
C. The
applicable exercise price relating to the Stock Option Agreement was less than
the fair market value of the Company’s common stock on the date of the Stock
Option Agreement.
D. Due
to the tax implications of Section 409A of the Internal Revenue Code of 1986,
as
amended, the Company and Optionee have agreed to amend the Stock Option
Agreement in order to increase the exercise price to equal the fair market
value
of the Company’s common stock as of the date of the Stock Option Agreement.
E.
To compensate the Optionee for increasing the exercise price, the Company has
issued to Optionee 7,377 shares of restricted common stock, subject to the
terms
set forth in that certain Restricted Stock Agreement by and between the Company
and Optionee dated of even date herewith.
F. Optionee
and the Company hereby agree to amend the terms of the Stock Option Agreement
to
reflect the adjustment to the exercise price as set forth below.
Agreement
Now,
Therefore,
the
parties hereto agree as follows:
I. Adjustment
to Exercise Price.
Notwithstanding anything to the contrary contained in the Stock Option
Agreement, the exercise price set forth in the Stock Option Agreement shall
be
increased from $0.336 per share (as adjusted) to $0.833.
II. General.
A. Except
as specifically amended by this Amendment, the terms of the Stock Option
Agreement shall continue in full force and effect without
amendment.
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 Amendment.
C. Each
party hereto agrees to execute such further documents as may be necessary or
desirable to effect the purposes of this Amendment.
D. This
Amendment 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
Amendment, together with the Stock Option Agreement, embodies the entire
agreement made between the parties hereto with respect to matters covered herein
and shall not be modified except in a writing signed by each of the parties
hereto.
IN
WITNESS WHEREOF, the undersigned have executed this Amendment to Stock Option
Agreement as of the date first written above.
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OPTIONEE
/s/
Xxxx X. Xxxxxx
Name:
Xxxx X. Xxxxxx
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HANA
BIOSCIENCES, INC.
By:
/s/ Xxxx X. Xxxxxxxxxxxx
Xxxx X. Xxxxxxxxxxxx Vice
President, Chief Financial Officer
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