EXHIBIT 10.2
FORM OF NQ
EYETECH PHARMACEUTICALS, INC.
Nonstatutory Stock Option Agreement
Granted Under 2003 Stock Incentive Plan
1. Grant of Option.
This agreement evidences the grant by Eyetech Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), on [Date] (the "Grant Date") to
[Name], an [Type] of the Company (the "Participant"), of an option to
purchase, in whole or in part, on the terms provided herein and in the Company's
2003 Stock Incentive Plan (the "Plan"), a total of [Shares] shares (the
"Shares") of common stock, par value $0.01 per share, of the Company ("Common
Stock") at an exercise price of $[Market_Value] per Share. Unless earlier
terminated, this option shall expire at 5:00 p.m., Eastern time, on
[Expiration] (the "Final Exercise Date").
It is intended that the option evidenced by this agreement shall not be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the "Code").
Except as otherwise indicated by the context, the term "Participant", as used in
this option, shall be deemed to include any person who acquires the right to
exercise this option validly under its terms.
2. Vesting Schedule.
This option will become exercisable ("vest") as to 25% of the original
number of Shares on the first anniversary of [VCD] (the "Vesting Commencement
Date") and as to an additional 2.0833% of the original number of Shares at the
end of each successive monthly period following the first anniversary of the
Vesting Commencement Date until the fourth anniversary of the Vesting
Commencement Date.
The right of exercise shall be cumulative so that to the extent the option
is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all Shares for
which it is vested until the earlier of the Final Exercise Date or the
termination of this option under Section 3 hereof or the Plan.
3. Exercise of Option.
(a) Form of Exercise. Each election to exercise this option shall be in
writing substantially in form attached hereto, signed by the Participant, and
received by the Company at its principal office, accompanied by this agreement,
and payment in full in the manner provided in the Plan. The Participant may
purchase less than the number of shares covered hereby, provided that no partial
exercise of this option may be for any fractional share.
(b) Continuous Relationship with the Company Required. Except as otherwise
provided in this Section 3, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has been at
all times since the Grant Date, a director, an employee or an officer of, or
consultant or advisor to, the Company or any other entity the employees,
officers, directors, consultants, or advisors of which are eligible to receive
option grants under the Plan (an "Eligible Participant").
(c) Termination of Relationship with the Company. If the Participant
ceases to be an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this option shall terminate
three months after such cessation (but in no event after the Final Exercise
Date), provided that this option shall be exercisable only to the extent that
the Participant was entitled to exercise this option on the date of such
cessation. Notwithstanding the foregoing, if the Participant, prior to the Final
Exercise Date, violates the non-competition or confidentiality provisions of any
employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company, the right to exercise this
option shall terminate immediately upon written notice to the Participant from
the Company describing such violation.
(d) Exercise Period Upon Death or Disability. If the Participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Final Exercise Date while he or she is an Eligible Participant and the
Company has not terminated such relationship for "cause" as specified in
paragraph (e) below, this option shall be exercisable, within the period of one
year following the date of death or disability of the Participant, by the
Participant (or in the case of death by an authorized transferee), provided that
this option shall be exercisable only to the extent that this option was
exercisable by the Participant on the date of his or her death or disability,
and further provided that this option shall not be exercisable after the Final
Exercise Date.
(e) Discharge for Cause. If the Participant, prior to the Final Exercise
Date, is discharged by the Company for "cause" (as defined below), the right to
exercise this option shall terminate immediately upon the effective date of such
discharge. "Cause" shall mean willful misconduct by the Participant or willful
failure by the Participant to perform his or her responsibilities to the Company
(including, without limitation, breach by the Participant of any provision of
any employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Participant and the Company), as determined by the
Company, which determination shall be conclusive. The Participant shall be
considered to have been discharged for "Cause" if the Company determines, within
30 days after the Participant's resignation, that discharge for cause was
warranted.
4. Withholding.
No Shares will be issued pursuant to the exercise of this option unless
and until the Participant pays to the Company, or makes provision satisfactory
to the Company for payment of, any federal, state or local withholding taxes
required by law to be withheld in respect of this option.
5. Nontransferability of Option.
This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.
6. Provisions of the Plan.
This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.
IN WITNESS WHEREOF, the Company has caused this option to be executed
under its corporate seal by its duly authorized officer. This option shall take
effect as a sealed instrument.
EYETECH PHARMACEUTICALS, INC.
Dated:[Date] By: ____________________________________
Name: Xxxxx Xxxxxxxxxx
Title: CFO and Senior V.P., Finance
PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges receipt of a
copy of the Company's 2003 Stock Incentive Plan.
PARTICIPANT:
Dated: _______________ ___________________________
[Name]
Address:___________________
___________________
Phone: ___________________
NOTICE OF STOCK OPTION EXERCISE
2003 STOCK INCENTIVE PLAN
Date of Exercise:_______[1]
Eyetech Pharmaceuticals, Inc.
0 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Stock Plan Administrator
Dear Sir or Madam:
I am a holder of an option granted to me under the Eyetech
Pharmaceuticals, Inc. (the "Company") 2003 Stock Incentive Plan. I hereby give
notice that I wish to exercise my option to purchase shares of Common Stock (the
"Shares") of the Company of which I have been granted __________option Shares
on _________("Grant Date") at an exercise price of $________ per Share that the
Company granted to me pursuant to the Notice of Stock Option Grant (the
"Notice") between me and the Company [2].
1. I hereby exercise my option to purchase [3]____ Shares in the following
method [4]:
[ ] Cash Exercise (Exercise and Hold)
[ ] Cashless Exercise - Same-Day-Sale (Exercise and sell all shares)
[ ] Cashless Exercise - Sell to Cover (Sell only enough shares to cover
full exercise price & required taxes)
[ ] Stock Swap (Please contact Stock Plan Administrator for additional
information and restrictions)
2. Please register my stock certificate as follows:
Name(s) [5]: ___________________________________________
Address [6]: ___________________________________________
___________________________________________
Phone: ___________________________________________
Social Security Number [7]: ___________________________________________
3. Please deliver all shares to the following (indicate one of the
following) [8]:
[ ] Address Listed Above
[ ] Brokerage Firm: ________________________________
Broker Participant Number: ________________________________
Broker Name/Contact: ________________________________
Broker Phone Number/E-mail: ________________________________
Account Number: ________________________________
If I have indicated above that financing will be provided by a brokerage
firm, I HEREBY IRREVOCABLY AUTHORIZE said brokerage firm to transfer funds to
Eyetech Pharmaceuticals, Inc. from my account in payment of the option price;
and Eyetech Pharmaceuticals, Inc. is hereby directed to issue the shares for my
benefit and for my account with such firm. Eyetech Pharmaceuticals, Inc. is
directed to transmit the shares to the brokerage firm or financial institution,
if any, indicated above.
Very truly yours,
__________________________________
Optionee:
(Please Sign & Print Name)
SEE INSTRUCTIONS FOR COMPLETING THE NOTICE OF EXERCISE
