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ILEX ONCOLOGY, INC.
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the ____ day of ________, 199_ (the "Grant
Date") between ILEX ONCOLOGY, INC., a Delaware corporation (the "Company"), and
_____________________________ (the "Optionee").
WITNESSETH:
WHEREAS, effective as of January 12, 1995, the stockholders of the
Company adopted the ILEX Oncology, Inc. 1995 Stock Option Plan, as amended from
time to time (the "Plan"), to provide a means whereby the Company may, through
the grant of options to purchase the Company's common stock, $.01 par value
("Common Stock"), to employees of and consultants to the Company and of any
subsidiary, attract and retain persons of ability (including officers and
directors) as key employees and consultants, and motivate such employees and
consultants to exert their best efforts on behalf of the Company and any such
subsidiary;
WHEREAS, the Optionee is a _____________ of the Company; and
WHEREAS, the Compensation Committee of the Company (the "Committee")
considers desirable and in the best interests of the Company that the Optionee
be granted an incentive stock option to purchase shares of the Company's Common
Stock.
NOW, THEREFORE, in consideration of these premises, the parties agree as
follows:
1. GRANT. The Company grants to the Optionee an option to purchase
______ shares of Common Stock at a per-share price of ____ and no/100 dollars
($____) (the "Option Price") on the terms and subject to the conditions set
forth in this Agreement (the "Option") and as set forth in the Plan. The
Option is intended to be an incentive stock option which satisfies the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended.
2. DURATION AND EXERCISE. Subject to the provisions of the Plan,
the duration of the Option shall be for the period beginning on the Grant Date
and continuing through the latest of (i) the close of business on the fifth
anniversary of the Grant Date, (ii) the close of business on the one year
anniversary of the termination of Optionee's employment with the Company, and
(iii) one year subsequent to the termination of the "Lock-up period" that is
negotiated by the Company and its underwriters in connection with an initial
public offering of the Company's Common Stock (the "Option Period"). However,
in no event shall the Option be exercisable after the tenth anniversary of the
effective date of this Agreement. Except to the extent otherwise provided in
the Plan, the manner, time and rate of exercise of the Option shall be in
accordance with the following terms:
(a) This Option may not be exercised in any part from the
Grant Date to the first anniversary of the Grant Date.
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(b) No more than 25% of the total Option may be exercised from
the day after the first anniversary of the Grant Date to the second
anniversary of the Grant Date.
(c) No more than 50% of the total Option may be exercised from
the day after the second anniversary of the Grant Date to the third
anniversary of the Grant Date.
(d) No more than 75% of the total Option may be exercised from
the day after the third anniversary of the Grant Date to the fourth
anniversary of the Grant Date.
(e) This Option may be fully exercised from the day after the
fourth anniversary of the Grant Date through the expiration of the
Option Period.
3. NOTICE OF EXERCISE. The Option, or any part of it, shall be
exercised by written notice directed to the Committee at the following address:
Compensation Committee of
the Board of Directors
ILEX Oncology, Inc.
00000 XX 00 Xxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000-0000
Such notice must state the Grant Date, the number of shares of Common Stock
subject to the grant, and the number of shares of Common Stock with respect to
which the Option is being exercised. The notice shall be accompanied by check,
bank draft, money order or other cash payment or by delivery of a certificate
or certificates, properly endorsed, for shares of Common Stock equivalent in
fair market value on the date of exercise to the Option Price, or by a
combination of cash and shares, in full payment of the Option Price for the
number of shares specified in the notice. The exercise may be with respect to
any one or more shares covered by this Option, reserving the remainder for a
subsequent timely exercise. The Company shall make prompt delivery of such
shares, provided that if any law or regulation requires the Company to take any
action with respect to such shares before the issuance thereof, then the date
of delivery of such shares shall be extended for the period necessary to take
such action, and provided further that the Company shall have no obligation to
deliver any such certificate unless and until appropriate provision has been
made for any withholding taxes in respect of such exercise.
4. BAR TO EXERCISE. The Option may not be exercised if such
exercise could constitute a violation of any applicable federal, state or other
law or regulation. The Option may not be exercised after the tenth anniversary
of the effective date of this Agreement.
5. CHANGE IN CONTROL. Notwithstanding anything to the contrary in
this Agreement (except for Section 4) or the Plan, this Option will become
exercisable in full upon a "change in control." For purposes of this Section,
a "change in control" shall arise if, at any time during the Optionee's
employment or consulting relationship with the Company any one or more of the
following events occurs:
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(i) The Company is merged, consolidated or reorganized
into or with another corporation, or other entity and, as a
result thereof, less than 50% of the outstanding stock or other
capital interests of the surviving, resulting or acquiring
corporation, person, or other entity is owned, in the aggregate,
by the stockholder or stockholders of the Company immediately
prior to such merger, consolidation or reorganization; or
(ii) The Company sells all or substantially all of its
business or assets (or both) to any other corporation, person, or
other entity, less than 50% of the outstanding, voting stock or
other capital interests of which are owned, in the aggregate, by
the stockholders of the Company, directly or indirectly,
immediately prior to or after such sale.
6. RIGHTS NOT CONFERRED. The Option shall not be affected by any
change in the nature of Optionee's employment so long as he continues to be
employed by the Company or a subsidiary. Nothing contained in the Plan or in
the Option shall confer upon the Optionee any right with respect to continuance
of employment by the Company or a subsidiary or interfere in any way with the
right of the Company or a subsidiary to terminate the employment of the
Optionee at any time.
7. NONTRANSFERABILITY. No Option granted under the Plan shall be
transferable other than by will or by the laws of decent and distribution.
During the lifetime of the Optionee, an Option shall be exercisable only by him
or by his guardian or legal representative.
8. NO RIGHTS AS A SHAREHOLDER. No Optionee shall have any right as
a shareholder with respect to any shares of Common Stock subject to his Option
prior to the date of issuance to him of a certificate or certificates for such
shares.
9. OPTION SUBJECT TO PLAN. The granting of the Option is being made
pursuant to the Plan and the Option shall be exercisable only in accordance
with the applicable terms of the Plan. The Plan contains certain definitions,
restrictions limitations and other terms and conditions all of which shall be
applicable to this option. ALL THE PROVISIONS OF THE PLAN ARE INCORPORATED
HEREIN BY REFERENCE AND ARE MADE A PART OF THIS AGREEMENT IN THE SAME MANNER AS
IF EACH AND EVERY SUCH PROVISION WERE FULLY WRITTEN INTO THIS AGREEMENT.
Should the Plan become void or unenforceable by operation of law or judicial
decision, this Agreement shall have no force or effect. Nothing set forth in
this Agreement is intended nor shall any of its provisions be construed, to
limit or exclude any definition, restriction, limitation or other term or
condition of the Plan as is relevant to this Agreement and as may be
specifically applied to it by the Committee. In the event of a conflict in the
provisions of this Agreement and the Plan, as a rule of construction the terms
of the Plan shall be deemed superior and apply. The Optionee acknowledges
receipt of a copy of the Plan.
10. GRANT OF OPTION UNDER EXERCISE. If the Option is exercised by
payment in whole or in part of shares of Common Stock, the Company may grant to
the Optionee an option to acquire shares of Common Stock equal to the number of
shares submitted as payment for the exercise of this Option. Such option will
have an option price equal to the fair market value of a share of Common Stock
on the date of grant
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of the option and will have terms substantially similar to this Agreement with
such changes as the Committee, in its sole discretion deems appropriate.
11. SEVERABILITY. If any provision or portion of this Agreement
shall be determined to be invalid or unenforceable for any reason, the
remaining provision of this Agreement shall be unaffected and shall remain in
full force and effect in such jurisdiction, and any such invalid or
unenforceable provision shall not be considered invalid or unenforceable in any
other jurisdiction.
12. BINDING EFFECT. This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
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Optionee's Signature
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Name (Print or Type)
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Xxxxxx Xxxxxxx
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Xxxx, Xxxxx, Zip Code
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Social Security Number Telephone Number
ILEX ONCOLOGY, INC.
By:
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Name:
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Title:
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