EXHIBIT 4(c)
ALEXION PHARMACEUTICALS, INC.
STOCK OPTION AGREEMENT
AGREEMENT made as of the _________________ day of _________ 199_ by
and between Alexion Pharmaceuticals, Inc., a Delaware corporation (the
"Company") and ____________________ (the "Optionee").
W I T N E S S E T H
WHEREAS, pursuant to the Alexion Pharmaceuticals, Inc. 1992 Stock
Option Plan (the "Plan"), the Company desires to grant to the Optionee and the
Optionee desires to accept an option to purchase shares of common stock, $.0001
par value, of the Company (the "Common Stock") upon the terms and conditions set
forth in this agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant. The Company hereby grants to the Optionee an option to
purchase ____________ shares of Common Stock, at a purchase price per share of
$___________. This option is intended to be treated as an option which does not
qualify a an incentive stock option ("NSO") within the meaning of Section 422 of
the Internal Revenue Code of 1986.
2. Exercisability. This option is immediately exercisable on the date
hereof.
3. Exercise. The option may be exercised in whole or in part in
accordance with the above schedule by delivering to the Secretary of the Company
(a) a written notice specifying the number of shares to be purchased, and
(b) payment in full of the exercise price, together with the amount, if any,
deemed necessary by the Company to enable it to satisfy any income tax
withholding obligations with respect to the exercise (unless other arrangements,
acceptable to the Company, are made for the satisfaction of such withholding
obligations). The exercise price shall be payable by bank or certified check.
The Company may (in its sole and absolute discretion) permit all or part of the
exercise price to be paid with previously-owned shares of Common Stock, or in
installments (together with interest) evidenced by the Optionee's secured
promissory note.
4. Rights as Stockholder. No shares of Common Stock shall be sold or
delivered hereunder until full payment for such shares has been made (or, to the
extent payable in installments, provided for). The Optionee shall have no rights
as a stockholder with respect to any shares covered by the option until a stock
certificate for such shares is issued to him or her. Except as otherwise
provided herein, no adjustment shall be made for dividends or distributions of
other rights for which the record date is prior to the date such stock
certificate is issued.
5. Nontransferability. The option is not assignable or transferable
except upon the Optionee's death to a beneficiary designated by the Optionee or,
if no designated beneficiary shall survive the Optionee, pursuant to the
Optionee's will and/or the laws of descent and distribution. During an
Optionee's lifetime, the option may be exercised only by the Optionee or the
Optionee's guardian or legal representative.
6. Termination of Service, Disability or Death. If the Optionee ceases
to be employed by or to perform services for the Company and any subsidiary for
any reason other than death or disability, then, unless sooner terminated under
the terms hereof, the option will terminate on the date three months after the
date of the Optionee's termination or employment or service. If the Optionee's
employment or serviced is terminated by reason of the Optionee's death or
disability (or if the Optionee's employment or service is terminated by reason
of his or her disability and the Optionee dies within one year after such
termination or employment or service), then, unless sooner terminated under the
terms hereof, the option will terminate on the date one year after the date of
such termination of employment or service (or one year after the Optionee's
later death).
7. Securities Restrictions. If the shares to be issued upon an
exercise of the option are not registered under the Securities Act of 1933,
then, as a further condition of the Company's obligation to issue such shares,
the Optionee may be require to give a representation in writing that the
Optionee is acquiring the shares for his or her own account as an investment and
with a view to, or for sale in connection with, the distribution of such shares,
and the certificates representing such shares shall bear a legend to such effect
as the company's counsel shall deem necessary or desirable.
8. Capital Changes, Reorganization, Etc.
(a) In case of any post-Grant Date split-up or consolidation of
shares or any like capital adjustment, or the payment of a stock dividend which
increases or decreases the number of outstanding shares of Common Stock,
appropriate adjustment shall be made to the number of shares and the exercise
price per share which may still be purchased under this agreement.
(b) Upon a post-Grant Date merger (other than a merger of the
Company in which the holders of Common Stock immediately prior to the merger
have the same proportionate ownership of common stock in the surviving
corporation immediately after the merger), consolidation, sale of property or
stock, separation, reorganization (other than a mere reincorporation or the
creation of a holding company) or liquidation of the Company, as a result of
which the stockholders of the Company receive cash, stock or other property in
exchange for or in connection with their shares of Common Stock an ("Exchange
Transaction"), the Optionee will be permitted to exercise his or her outstanding
option (whether or not otherwise exercisable) and any outstanding options not
exercised before the consummation of the Exchange Transaction will thereupon
terminate. Notwithstanding the preceding sentence, if, as part of the Exchange
Transaction, the shareholders of the Company
receive capital stock of another corporation ("Exchange Stock"), and if the
Board, in its sole discretion, so directs, then all outstanding options will be
converted into options to purchase shares of Exchange Stock. The amount and
price of the converted options will be determined by adjusting the amount and
price of the options granted hereunder on the same basis as the determination of
the number of shares of Exchange Stock and holders of Common Stock will receive
in the Exchange Transaction.
(c) In the event of any adjustment in the number of shares
covered by any option pursuant to the provisions hereof, any fractional shares
resulting from such adjustment will be disregarded and each such option will
cover only the number of full shares resulting from the adjustment.
(d) All adjustments under this paragraph 8 shall be made by the
Board, and its determination as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive.
9. No Employment Rights Nothing in this agreement shall give the
Optionee any right to continue in the employ or service of the Company or a
subsidiary, or interfere in any way with the right of the Company to terminate
the employment or service of the Optionee.
10. Provisions of Plan. The provisions of the Plan shall govern if an
to the extent that there are inconsistencies between those provisions and the
provisions hereof. The Optionee acknowledges that he or she has received a copy
of the Plan prior to the execution of this agreement.
11. Administration. The committee appointed by the Board to administer
the Plan or the Board, will have full power and authority to interpret and apply
the provisions of this agreement, and the decision of said committee as to any
matter arising under this agreement shall be binding and conclusive as to all
persons.
12. Termination of Grant. Prior to the Grant Date, the Board of
Directors if, and to the extent necessary, in order to successfully consummate
the Company's private placement, may not grant the option, and to that extent,
the Optionee will have no further rights hereunder.
13. Miscellaneous.
(a) This agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.
(b) This agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. This agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof and may not be modified except by written instrument executed by the
parties.
IN WITNESS WHEREOF, this agreement has been executed as of the date
first above written.
Alexion Pharmaceuticals, Inc.
By:_____________________________
________________________________
Optionee
