CORVAS INTERNATIONAL, INC.
STOCK OPTION AGREEMENT
2000 EQUITY INCENTIVE PLAN
CORVAS INTERNATIONAL, INC. (the "Company"), pursuant to its 2000 Equity
Incentive Plan (the "2000 Plan"), hereby grants to Optionholder an option to
purchase the number of shares of the Company's Common Stock set forth below.
This option is subject to all of the information set forth herein and in the
Terms and Conditions, the 2000 Plan and the Notice of Exercise, all of which are
attached hereto and incorporated herein in their entirety.
Optionholder: ___________________________________
Date of Grant: ___________________________________
Number of Shares Subject to Option: ___________________________________
Exercise Price Per Share: ___________________________________
Total Exercise Price: ___________________________________
Expiration Date: ___________________________________
TYPE OF GRANT: |_| Incentive Stock Option(1) |_| Nonstatutory Stock Option
VESTING AND EXERCISE SCHEDULE: 25% of the shares vest and shall be
exercisable one year after the Date of
Grant. 6.25% of the shares vest and shall be
exercisable quarterly thereafter over the
next three years.
ADDITIONAL TERMS/ACKNOWLEDGEMENTS: The undersigned Optionholder acknowledges
receipt of, and understands and agrees to, this Stock Option Agreement, the
Terms and Conditions and the 2000 Plan. Optionholder further acknowledges that
as of the Date of Grant, this Stock Option Agreement, the Terms and Conditions
and the 2000 Plan set forth the entire understanding between Optionholder and
the Company regarding the acquisition of stock in the Company and supersede all
prior oral and written agreements on that subject with the exception of options
previously granted and delivered to Optionholder under all plans and otherwise.
CORVAS INTERNATIONAL, INC. OPTIONHOLDER:
By:
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Signature Signature
Title: Social Security No.:
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Date: Date:
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Address:
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ATTACHMENTS:
ATTACHMENT A - Terms and Conditions
ATTACHMENT B - 2000 Equity Incentive Plan
ATTACHMENT C - Notice of Exercise
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(1) If this is an incentive stock option, it (plus your other outstanding
incentive stock options) cannot be first EXERCISABLE for more than $100,000 in
any calendar year. Any excess over $100,000 will be a nonstatutory stock option.
ATTACHMENT A
CORVAS INTERNATIONAL, INC.
2000 EQUITY INCENTIVE PLAN
TERMS AND CONDITIONS
(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)
Pursuant to your Stock Option Agreement ("Option Agreement") and these
Terms and Conditions, Corvas International, Inc. (the "Company") has granted you
an option under its 2000 Equity Incentive Plan (the "2000 Plan") to purchase the
number of shares of the Company's Common Stock indicated in your Option
Agreement at the exercise price indicated in your Option Agreement. Defined
terms not explicitly defined in these Terms and Conditions but defined in the
2000 Plan shall have the same definitions as in the 2000 Plan.
The details of your option are as follows:
1. VESTING. Subject to the limitations contained herein, your option
will vest as provided in your Option Agreement, provided that vesting will cease
upon the termination of your Continuous Service.
2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common
Stock subject to your option and your exercise price per share referenced in
your Option Agreement may be adjusted from time to time for Capitalization
Adjustments, as provided in the 2000 Plan.
3. METHOD OF PAYMENT. Payment of the exercise price is due in full upon
exercise of all or any part of your option. You may elect to make payment of the
exercise price (i) in cash, (ii) by check or (iii) in the Company's sole
discretion at the time your option is exercised and provided that at the time of
exercise the Common Stock is publicly traded and quoted regularly in THE WALL
STREET JOURNAL, pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board that, prior to the issuance of Common
Stock, results in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise price to the
Company from the sales proceeds.
4. WHOLE SHARES. You may exercise your option only for whole shares of
Common Stock.
5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the shares of Common
Stock issuable upon such exercise are then registered under the Securities Act
or, if such shares of Common Stock are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your option must also comply
with other applicable laws and regulations governing your option, and you may
not exercise your option if the Company determines that such exercise would not
be in material compliance with such laws and regulations.
6. TERM. You may not exercise your option before the commencement of
its term or after its term expires. The term of your option commences on the
Date of Grant and expires upon the EARLIEST of the following:
(a) three (3) months after the termination of your Continuous
Service for any reason other than your Disability or death, provided that if
during any part of such three- (3-) month period your option is not exercisable
solely because of the condition set forth in the preceding paragraph relating to
"Securities Law Compliance," your option shall not expire until the earlier of
the Expiration Date or until it shall have been exercisable for an aggregate
period of three (3) months after the termination of your Continuous Service;
(b) twelve (12) months after the termination of your
Continuous Service due to your Disability;
(c) eighteen (18) months after your death if you die either
during your Continuous Service or within three (3) months after your Continuous
Service terminates;
(d) the Expiration Date indicated in your Option Agreement; or
(e) the day before the tenth (10th) anniversary of the Date of
Grant.
If your option is an incentive stock option, note that, to obtain the
federal income tax advantages associated with an "incentive stock option," the
Code requires that at all times beginning on the date of grant of your option
and ending on the day three (3) months before the date of your option's
exercise, you must be an employee of the Company or an Affiliate, except in the
event of your death or Disability. The Company has provided for extended
exercisability of your option under certain circumstances for your benefit but
cannot guarantee that your option will necessarily be treated as an "incentive
stock option" if you continue to provide services to the Company or an Affiliate
as a Consultant or Director after your employment terminates or if you otherwise
exercise your option more than three (3) months after the date your employment
terminates.
7. EXERCISE.
(a) You may exercise the vested portion of your option during
its term by delivering a Notice of Exercise (in a form designated by the
Company) together with the exercise price to the Corporate Secretary of the
Company, or to such other person as the Company may designate, during regular
business hours, together with such additional documents as the Company may then
require.
(b) By exercising your option you agree that, as a condition
to any exercise of your option, the Company may require you to enter into an
arrangement providing for the payment by you to the Company of any tax
withholding obligation of the Company arising by reason of (1) the exercise of
your option, (2) the lapse of any substantial risk of forfeiture to which the
shares of Common Stock are subject at the time of exercise, or (3) the
disposition of shares of Common Stock acquired upon such exercise.
(c) If your option is an incentive stock option, by exercising
your option you agree that you will notify the Company in writing within fifteen
(15) days after the date of any disposition of any of the shares of the Common
Stock issued upon exercise of your option that occurs within two (2) years after
the Date of Grant or within one (1) year after such shares of Common Stock are
transferred to you upon exercise of your option.
8. TRANSFERABILITY.
(a) If your option is an incentive stock option, your option
is not transferable, except by will or by the laws of descent and distribution,
and is exercisable during your life only by you. Notwithstanding the foregoing,
by delivering written notice to the Company, in a form satisfactory to the
Company, you may designate a third party who, in the event of your death, shall
thereafter be entitled to exercise your option.
(b) If your option is a nonstatutory stock option, your option
is not transferable, except (i) by will or by the laws of descent and
distribution, (ii) with the prior written approval of the Company, by instrument
to an inter vivos or testamentary trust, in a form accepted by the Company, in
which the option is to be passed to beneficiaries upon the death of the trustor
(settlor) and (iii) with the prior written approval of the Company, by gift, in
a form accepted by the Company, to your "immediate family" as that term is
defined in 17 C.F.R. 240.16a-1(e). The term "immediate family" is defined in 17
C.F.R. 240.16a-1(e) to mean any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes
adoptive relationships. Your option is exercisable during your life only by you
or a transferee satisfying the above-stated conditions. The right of a
transferee to exercise the transferred portion of your option after termination
of your Continuous Service shall terminate in accordance with your right to
exercise your option as specified in your option. In the event that your
Continuous Service terminates due to your death, your transferee will be treated
as a person who acquired the right to exercise your option by bequest or
inheritance. In addition to the foregoing, the Company may require, as a
condition of the transfer of your option to a trust or by gift, that your
transferee enter into an option transfer agreement provided by, or acceptable
to, the Company. The terms of your option shall be binding upon your
transferees, executors, administrators, heirs, successors, and assigns.
Notwithstanding the foregoing, by delivering written notice to the Company, in a
form satisfactory to the Company, you may designate a third party who, in the
event of your death, shall thereafter be entitled to exercise your option.
9. RIGHT OF FIRST REFUSAL. Shares of Common Stock that you acquire upon
exercise of your option are subject to any right of first refusal that may be
described in the Company's bylaws in effect at such time the Company elects to
exercise its right. The Company's right of first refusal shall expire on the
Listing Date.
10. RIGHT OF REPURCHASE. To the extent provided in the Company's bylaws
as amended from time to time, the Company shall have the right to repurchase all
or any part of the shares of Common Stock you acquire pursuant to the exercise
of your option.
11. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or
service contract, and nothing in your option shall be deemed to create in any
way whatsoever any obligation on your part to continue in the employ of the
Company or an Affiliate, or of the Company or an Affiliate to continue your
employment. In addition, nothing in your option shall obligate the Company or an
Affiliate, their respective stockholders, Boards of Directors, Officers or
Employees to continue any relationship that you might have as a Director or
Consultant for the Company or an Affiliate.
12. WITHHOLDING OBLIGATIONS.
(a) At the time you exercise your option, in whole or in part,
or at any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise
agree to make adequate provision for (including by means of a "cashless
exercise" pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection
with your option.
(b) Upon your request and subject to approval by the Company,
in its sole discretion, and compliance with any applicable conditions or
restrictions of law, the Company may withhold from fully vested shares of Common
Stock otherwise issuable to you upon the exercise of your option a number of
whole shares of Common Stock having a Fair Market Value, determined by the
Company as of the date of exercise, not in excess of the minimum amount of tax
required to be withheld by law. If the date of determination of any tax
withholding obligation is deferred to a date later than the date of exercise of
your option, share withholding pursuant to the preceding sentence shall not be
permitted unless you make a proper and timely election under Section 83(b) of
the Code, covering the aggregate number of shares of Common Stock acquired upon
such exercise with respect to which such determination is otherwise deferred, to
accelerate the determination of such tax withholding obligation to the date of
exercise of your option. Notwithstanding the filing of such election, shares of
Common Stock shall be withheld solely from fully vested shares of Common Stock
determined as of the date of exercise of your option that are otherwise issuable
to you upon such exercise. Any adverse consequences to you arising in connection
with such share withholding procedure shall be your sole responsibility.
(c) You may not exercise your option unless the tax
withholding obligations of the Company and/or any Affiliate are satisfied.
Accordingly, you may not be able to exercise your option when desired even
though your option is vested, and the Company shall have no obligation to issue
a certificate for such shares of Common Stock or release such shares of Common
Stock from any escrow provided for herein.
13. NOTICES. Any notices provided for in your option or the 2000 Plan
shall be given in writing and shall be deemed effectively given upon receipt or,
in the case of notices delivered by mail by the Company to you, five (5) days
after deposit in the United States mail, postage prepaid, addressed to you at
the last address you provided to the Company.
14. GOVERNING PLAN DOCUMENT. Your option is subject to all the
provisions of the 2000 Plan, the provisions of which are hereby made a part of
your option, and is further subject to all interpretations, amendments, rules
and regulations which may from time to time be promulgated and adopted pursuant
to the 2000 Plan. In the event of any conflict between the provisions of your
option and those of the 2000 Plan, the provisions of the 2000 Plan shall
control.
