EXHIBIT 10.283
LOCK-UP AGREEMENT
This agreement, effective as of January ___, 2005, is made by and between LIGAND
PHARMACEUTICALS INCORPORATED ("Ligand" or the "Company") and each of the
undersigned individuals. When executed, this document shall evidence separate
agreements between the Company and each of the undersigned.
In connection with the proposed option acceleration approved by the Compensation
Committee of the Board of Directors on January 20, 2005 subject to certain
contingencies, each of the undersigned hereby agrees with the Company as
follows:
Upon any acceleration pursuant to the above authorization:
1. Accelerated options may be exercised any time after the acceleration
date, under the terms of the existing Stock Option Agreements and
Notices of Option Grant;
2. Provided however, that any shares acquired pursuant to an
accelerated option may not be sold, transferred or otherwise
disposed of prior to the date those shares would have vested under
the option's original vesting schedule (the "Lock-up") . For the
avoidance of doubt, the "original vesting schedule" includes any
accelerated vesting other than that authorized on January 20, 2005
that may occur pursuant to the terms of the option and/or the terms
of executive severance or other agreements between the Company and
an undersigned. It is the intent of the parties that the undersigned
shall have the full benefit of any other acceleration that may
occur.
Exceptions:
a. the Lock-up would not apply to an undersigned after the
effective date of his/her resignation, retirement or
other termination of employment;
b. the Lock-up would not apply to an undersigned to the
extent of shares sold by him/her in order to pay
withholding taxes due on the exercise of options subject
to the Lock-up.
For the avoidance of doubt, nothing herein shall be construed as a modification
of the Company's Xxxxxxx Xxxxxxx Policy, and such Policy shall continue to apply
notwithstanding the above.
This is the entire agreement between the parties on the subject matter hereof
and merges all prior understandings. No amendment to this Agreement shall be
effective unless reduced to writing and signed by Ligand and the relevant
individual(s).
[SIGNATURE PAGE FOLLOWS]
ACCEPTED & AGREED:
Ligand Pharmaceuticals Incorporated
By:
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Signature
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Title
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
