MONOPAR THERAPEUTICS INC. NONQUALIFIED STOCK OPTION AGREEMENT
Exhibit 10.10
MONOPAR THERAPEUTICS INC.
2016 Stock Incentive Plan
THIS
NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”)
is made as of _______________ (the “Grant Date”)
between MONOPAR THERAPEUTICS INC. (the “Company”) and
__________________ (referred to herein as
“Participant”). Terms used in this Agreement with
initial capital letters without definitions are defined in the
Monopar Therapeutics Inc. 2016 Stock Incentive Plan (the
“Plan”) and have the same meaning in this
Agreement.
The
Participant and the Company are entering into this Agreement with
the understanding that the options granted hereunder are granted in
full satisfaction of any and all prior oral and/or written
commitments from the Company, either as Monopar Therapeutics LLC or
Monopar Therapeutics Inc., to grant to Participant options to
purchase shares of the Company.
1. Option Shares. On the Grant
Date, the Company hereby grants to Participant the option (the
“Option”) to purchase up to ____________ shares of the
Company’s common stock, par value $0.001 per share (the
“Shares”), pursuant and subject to the terms of the
Plan, a copy of which has been delivered or made available to
Participant and is incorporated herein by reference. The Option
granted hereby is a Nonqualified Stock Option.
2. Exercise Price. The purchase
price per Share upon exercise of the Option is $_____.
3. Vesting. Subject to the terms
of the Plan, the Option shall vest and be exercisable only during
the period beginning at the Grant Date and ending 10 years after
the Grant Date (the “Grant Expiration Date”). During
such period, provided that Participant continues to be a Director,
Consultant or Employee of the Company or a Subsidiary, the Option
shall vest and become exercisable (i.e., Shares may be purchased)
according to the following schedule:
______________________________.
The
number of Shares, the exercise price thereof and the rights granted
under this Agreement are subject to adjustment and modification as
provided in the Plan. The total number of Shares referred to in
this Section means, at any relevant time, the number of shares
stated in Section 1 hereof as such number shall then have been
adjusted pursuant to the Plan. Notwithstanding the foregoing, in
the event of a Change of Control prior to Participant’s
Termination of Directorship, Consultancy or Employment, the Option
becomes fully vested and exercisable.
4. Termination of Directorship,
Consultancy or Employment.
(a) in
cases other than a Change of Control, any portion of the Option
that has not vested as of the date of Termination of Directorship,
Consultancy or Employment will automatically be canceled and
forfeited and Participant shall not be entitled to any further
rights in respect thereof; and
(b) Participant
will have one (1) year from the date of Termination of
Directorship, Consultancy or Employment or until the Grant
Expiration Date, whichever period is shorter, to exercise any
portion of the Option that is vested and exercisable as of the date
of Termination of Directorship, Consultancy or
Employment.
5. Method of Exercise and Payment of
Price.
(a) Method of Exercise. At any time
when all or a portion of the Option is exercisable under the Plan
and this Agreement, some or all of the exercisable portion of the
Option may be exercised from time to time by written notice to the
Company in the form attached as Exhibit A hereto, or such other
method of exercise as may be specified by the Company, including
without limitation, exercise by electronic means on the website of
the Company’s third-party equity plan administrator, which
will:
(i) state
the number of Shares with respect to which the Option is being
exercised; and
(ii) if
the Option is being exercised by anyone other than Participant, if
not already provided, be accompanied by proof satisfactory to
counsel for the Company of the right of such person or persons to
exercise the Option under the Plan and all applicable laws and
regulations.
(b) Payment of Price. The full
exercise price for the portion of the Option being exercised shall
be paid to the Company as provided below:
(i) in
cash;
(ii) by
check or wire transfer (denominated in U.S. Dollars);
(iii) subject
to any conditions or limitations established by the Administrator,
other Shares which:
(A) have
been owned by Participant for more than six months on the date of
surrender (unless this condition is waived by the Administrator);
and
(B) have
a Fair Market Value on the date of surrender equal to or greater
than the aggregate exercise price of the Shares as to which said
Option shall be exercised (it being agreed that the excess of the
Fair Market Value over the aggregate exercise price shall be
refunded to Participant in cash);
(iv) subject
to any conditions or limitations established by the Administrator,
by the Company’s retention of the number of Shares otherwise
issuable upon exercise of the Option at least equal to the exercise
price (it being agreed that any excess of the Fair Market Value of
the retained Shares over the aggregate exercise price shall be
refunded to Participant in cash);
(v) consideration
received by the Company under a broker-assisted sale and remittance
program acceptable to the Administrator; or
(vi) any
combination of the foregoing methods of payment.
6. Transfer. Unless a transfer is
approved by the Plan Administrator, which approval may be withheld
at the Administrator’s sole discretion, the Option shall be
transferable only at Participant’s death, by
Participant’s will or pursuant to the laws of descent and
distribution. During Participant’s lifetime, the Option may
not be exercised by anyone other than Participant or, in the event
of Participant’s incapacity, Participant’s legal
representative. The terms of this Agreement shall be binding upon
the executors, administrators, successors and assigns of
Participant.
7. Restrictions on Exercise. The
Option is subject to all restrictions in this Agreement and/or in
the Plan. As a condition of any exercise of the Option, the Company
may require Participant or his or her successor to make any
representation and warranty to comply with any applicable law or
regulation or to confirm any factual matters reasonably requested
by the Company.
THE
OPTION SHALL NOT BE EXERCISABLE UNLESS AND UNTIL THE SHARES OF
STOCK TO BE ISSUED UPON EXERCISE OF THE OPTION HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE
ACT”) AND APPLICABLE STATE SECURITIES LAWS OR THE COMPANY HAS
DETERMINED THAT THE ISSUANCE OF SUCH SHARES OF STOCK ARE EXEMPT
FROM SUCH REGISTRATIONS.
8. Privileges of Stock Ownership.
Participant shall not have any of the rights of a shareholder with
respect to any of the Shares (e.g., the rights to vote and receive
dividends) until the Shares are issued to Participant following the
exercise of all or part of the Option.
9. Right of Set-Off. By accepting
this Option, Participant consents to a deduction from, and set-off
against, any amounts owed to Participant by the Company or any
Subsidiary from time to time (including, but not limited to,
amounts owed to Participant as Board or Committee meeting fees,
stipends, etc.) to the extent of the amounts owed to the Company or
Subsidiary under this Agreement.
10. Withholding Tax.
(a) Generally.
Participant is liable and responsible for all taxes owed in
connection with the exercise of the Option, regardless of any
action the Company takes with respect to any tax withholding
obligations that arise in connection with the Option. The Company
does not make any representation or undertaking regarding the tax
treatment or the treatment of any tax withholding in connection
with the exercise of the Option. The Company does not commit and is
under no obligation to structure the Option or the exercise of the
Option to reduce or eliminate Participant's tax
liability.
(b) Payment
of Withholding Taxes.
Concurrently with the payment of the exercise price pursuant to
Section 5 hereof, Participant is required to arrange for the
satisfaction of the minimum amount of any domestic or foreign tax
withholding obligation, whether national, federal, state or local,
including any employment tax obligation (the “Tax Withholding
Obligation”) in a manner acceptable to the Company. Any
manner provided for in Section 5(b) hereof shall be deemed an
acceptable manner to satisfy the Tax Withholding Obligation unless
otherwise determined by the Company.
11. Holding Period Requirement. If
the Company is subject to the
reporting requirements of Section 13 of the Securities and
Exchange Act of 1934, then Shares
purchased upon exercise of an Option by an Eligible Person who is
an officer (as defined in §240.16a-1 of the Code of Federal
Regulations) or a director of the Company may not be sold before at
least six months have elapsed from the date the Option was
granted.
12. Governing Law/Venue. This
Agreement shall be governed by the laws of the State of Delaware,
without regard to principles of conflicts of law, except to the
extent superseded by the laws of the United States of America. The
parties agree and acknowledge that the laws of the State of
Delaware bear a substantial relationship to the parties and/or this
Agreement and that the Option and benefits granted herein would not
be granted without the governance of this Agreement by the laws of
the State of Delaware. In addition, all legal actions or
proceedings relating to this Agreement shall be brought exclusively
in state or federal courts located in the State of Delaware and the
parties executing this Agreement hereby consent to the personal
jurisdiction of such courts. In the event that it becomes necessary
for the Company to institute legal proceedings under this
Agreement, Participant shall be responsible to the Company for all
costs and reasonable legal fees incurred by the Company with regard
to such proceedings. Any provision of this Agreement which is
determined by a court of competent jurisdiction to be invalid or
unenforceable should be construed or limited in a manner that is
valid and enforceable and that comes closest to the business
objectives intended by such provision, without invalidating or
rendering unenforceable the remaining provisions of this
Agreement.
13. Interpretation and
Administration. The parties agree that the interpretation of
this Agreement shall rest exclusively and completely within the
sole discretion of the Administrator. The parties agree to be bound
by the decisions of the Administrator with regard to the
interpretation of this Agreement and with regard to any and all
matters set forth in this Agreement. The Administrator may delegate
its functions under this Agreement to an officer of the Company
designated by the Administrator (hereinafter the
“designee”). In fulfilling its responsibilities
hereunder, the Administrator or its designee may rely upon
documents, written statements of the parties or such other material
as the Administrator or its designee deems appropriate. The parties
agree that there is no right to be heard or to appear before the
Administrator or its designee and that any decision of the
Administrator or its designee relating to this Agreement shall be
final and binding unless such decision is arbitrary and
capricious.
14. Electronic Delivery and Consent to
Electronic Participation. The Company may, in its sole
discretion, decide to deliver any documents related to the Option
grant hereunder and participation in the Plan or future Options
that may be granted under the Plan by electronic means. Participant
hereby consents to receive such documents by electronic delivery
and to participate in the Plan through an on-line or electronic
system established and maintained by the Company or another third
party designated by the Company, including the acceptance of option
grants and the execution of option agreements through electronic
signature.
15. Notices. All notices requests,
consents and other communications required or provided hereunder
shall be in writing and, if to the Company, shall be delivered or
mailed to its principal office, and, if to Participant, shall be
delivered either personally or mailed to the address of Participant
appearing on the books and records of the Company.
16. Prompt Acceptance of Agreement.
The Option grant evidenced by this Agreement shall, at the
discretion of the Administrator, be forfeited if this Agreement is
not manually executed and returned to the Company, or
electronically executed by Participant by indicating
Participant’s acceptance of this Agreement in accordance with
the acceptance procedures set forth on the Company’s
third-party equity plan administrator’s website, within 90
days of the Grant Date.
17. Entire Agreement. This
Agreement, together with the Plan, contains the entire agreement
between the parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with respect
thereto. In the event of any conflict between the provisions of
this Agreement and the Plan, the provisions of the Plan shall
control.
18. Amendment. This Agreement may
not be modified, supplemented or otherwise amended other than
pursuant to a written agreement between Company and
Participant.
19. No Third-Party Beneficiary.
This Agreement is made for the benefit of the Company and any
Subsidiary of which Participant is a Director, Consultant or
Employee during the term hereof.
20. Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument.
21. Directorship, Consultancy/At-Will
Employment. This Agreement does not constitute a contract of
employment or guarantee of employment of Participant for any length
of time and nothing in the Plan or this Agreement confers upon
Participant any right to continue as a Director, Consultant of,
Employee of, or other relationship with, the Company or any
Subsidiary, or limit or interfere in any way with the right of the
Company or Subsidiary to terminate Participant’s
directorship, consultancy or employment any time with or without
Cause.
22. No Representations Regarding Tax
Consequences. Participant acknowledges and agrees that the
Company has made no warranties or representations to Participant
with respect to the tax consequences (including, but not limited
to, income tax consequences) related to the Option granted under
this Agreement, and Participant is in no manner relying on the
Company or its representatives for an assessment of such tax
consequences. Participant further acknowledges that there may be
adverse tax consequences upon disposition of the Shares acquired
pursuant to the exercise of the Option and that Participant has
been advised that he should consult with his own attorney,
accountant and/or tax advisor regarding the consequences thereof.
Participant also acknowledges that the Company has no
responsibility to take or refrain from taking any actions in order
to achieve a certain tax result for Participant.
23. Headings. Section and
subsection headings contained in this Agreement are inserted for
the convenience of reference only. Section and subsection headings
shall not be deemed to be a part of this Agreement for any purpose,
and they shall not in any way define or affect the meaning,
construction or scope of any of the provisions hereof.
MONOPAR
THERAPEUTICS INC.
By:
Name:
Title:
Attest:
Name:
Title:
Accepted
by:
Exhibit
A
Form of
Notice of Exercise
Monopar Therapeutics inc.
0000
Xxxxxx Xxxx., Xxx 000
Xxxxxxxx,
XX 00000
Attention:
Xxxxxxxx X. Xxxxxxxx
Date of
Exercise:________________
Xxxxxxxx
X. Xxxxxxxx:
This
constitutes notice under my stock option described below (the
“Option”) that
I hereby exercise my option and elect to purchase the number of
shares for the price set forth below.
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Type of
option (check one):
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Incentive
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Nonstatutory
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Stock
option dated:
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________________
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Number
of shares as to which option is exercised:
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________________
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Total
exercise price:
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$_______________
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Cash
payment delivered herewith:
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$_______________
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By this
exercise, I agree (i) to provide such additional documents as
you may require pursuant to the terms of the Monopar Therapeutics
Inc. 2016 Stock Incentive Plan, (ii) to provide for the
payment by me to you (in the manner designated by you) of your
withholding obligation, if any, relating to the exercise of this
option, and (iii) if this exercise relates to an incentive
stock option, to notify you in writing within fifteen (15) days
after the date of any disposition of any of the shares of Common
Stock issued upon exercise of this option that occurs within two
(2) years after the date of grant of the Option or within one (1)
year after such shares of Common Stock are issued upon exercise of
this option.
I
hereby make the following certifications and representations with
respect to the shares of Common Stock of the Company listed above
(the “Shares”),
which are being acquired by me for my own account upon exercise of
the Option as set forth above:
I
acknowledge that the Shares have not been registered under the
Securities Act of 1933, as amended (the “Securities
Act”), and are deemed to constitute “restricted
securities” under Rule 701 and may be deemed to be
“control securities” under Rule 144 promulgated under
the Securities Act. I warrant and represent to the Company that I
have no present intention of distributing or selling said Shares,
except as permitted under the Securities Act and any applicable
state securities laws.
I
further acknowledge that I will not be able to resell the Shares
for at least ninety days (90) after the stock of the Company
becomes publicly traded (i.e., subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934) under Rule 701, or for at least six months from the date
the Option was granted, if I am an officer as defined in
§ 240.16a-1 of the Code of Federal Regulations or a
Director of the Company, and that more restrictive conditions apply
to affiliates of the Company under Rule 144.
I
further acknowledge that all certificates representing any of the
Shares subject to the provisions of the Option shall have endorsed
thereon appropriate legends reflecting the foregoing limitations,
as well as any legends reflecting restrictions pursuant to the
Company’s Certificate of Incorporation, Bylaws and/or
applicable securities laws.
I
further agree that, if required by the Company (or a representative
of the underwriters) in connection with the first underwritten
registration of the offering of any securities of the Company under
the Securities Act, I will not sell, dispose of, transfer, make any
short sale of, grant any option for the purchase of, or enter into
any hedging or similar transaction with the same economic effect as
a sale, any Shares or other securities of the Company held by me,
for a period of time specified by the underwriter(s) (not to exceed
one hundred eighty (180) days) following the effective date of the
registration statement of the Company filed under the Securities
Act. I further agree to execute and deliver such other agreements
as may be reasonably requested by the Company and/or the
underwriter(s) that are consistent with the foregoing or that are
necessary to give further effect thereto. In order to enforce the
foregoing covenant, the Company may impose stop-transfer
instructions with respect to my Shares until the end of such
period.
Very
truly yours,
By:
___________________________________
Name:
_________________________________
*Must
be signed by Option holder exactly as name appears on Option
Agreement. If signed by a legal representative, executor, or other
authorized individual, please set forth the individual’s full
title and submit proper evidence of such individual’s
authority to sign this Notice of Exercise.
