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EXHIBIT 4.2
PHARMAKINETICS LABORATORIES, INC.
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
STOCK OPTION AGREEMENT
FOR
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(Name of Recipient)
We are pleased to advise you that PharmaKinetics
Laboratories, Inc. (the "Company") hereby grants to you, subject
to your acceptance which shall be indicated by your execution of
this Agreement below, an option to purchase, pursuant to the
Company's 1996 Non-Employee Directors Stock Option Plan (the
"Plan"), ______ shares of the Company's Common Stock, $.005 par
value each (the "Shares"), at $____ per share. The Effective
Date of the Grant of the option provided hereby shall for all
purposes be _________, ____. Options granted under the Plan are
intended to be granted to directors of the Corporation who are
not officers or other salaried employees of the Corporation or
any subsidiary corporation thereof within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended (the
"Code") (the "Non-Employee Directors" or "Optionee").
The stock option is subject in all respects to the
applicable provisions of the Plan, a complete copy of which has
been furnished to you and receipt of which you acknowledge by
acceptance of this option. Such provisions are incorporated
herein by reference and made a part hereof.
In addition to the terms, conditions and restrictions set
forth in the Plan, all terms, conditions and restrictions set
forth in this Agreement, including the following, are applicable
to the option grant as evidenced hereby:
(1) In the event that, at the time of issuance of the
Shares to you pursuant to exercise of the option
provided by this Agreement there shall not be in effect
a current registration statement under the Securities
Act of 1933, as amended (the "Act"), with respect to
such issuance, you shall, prior to issuance of the
Shares to you, (a) represent to the Company, in form
satisfactory to counsel for the Company, that you are
acquiring the Shares for your own account and not with
a view to the resale or distribution thereof, and (b)
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agree that none of the Shares issued to you pursuant to
exercise of the option provided hereby may be sold,
transferred or otherwise disposed of unless: (i) a
registration statement under the Act shall be effective
at the time of disposition with respect to the Shares
sold, transferred or otherwise disposed of; (ii) the
Company shall have received an opinion of counsel or
other information and representations, satisfactory to
it to the effect that registration under the Act is not
required by reason of Rule 144 under the Act or
otherwise; or (iii) a "no-action" letter shall have
been received from the staff of the Securities and
Exchange Commission to the effect that such sale,
transfer or other disposition may be made without
registration.
(2) This option shall be exercisable in four
installments of _______ thousand (__,___) shares
over each of the next four (4) years as follows:
(i) The first installment of _______ thousand (__,___)
shares shall vest on the Effective Date of
the Grant (___________, ____).
(ii) Thereafter, on the date of each of the next three
(3) annual meetings of stockholders at which
elections to the Board are conducted (each, an
"Annual Meeting"), an installment of _______
thousand (__,___) shares shall vest if you are
reelected to the Board.
(iii) To the extent not exercised, installments shall
accumulate and be exercisable by you, in
whole or in part, in any subsequent period but not
after the expiration of ten (10) years from the
Effective Date of the Grant of the option. The
option will expire at the close of business on
__________, ____.
(3) Subject to the terms and conditions set forth in this
Agreement and in the Plan, the stock option
shall be exercised by written notice to the Company at
000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, to
the attention of the Board as described in the attached
Plan.
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(4) Any notice to be given to the Company shall be in
writing and either hand delivered or mailed to
the attention of the Board. If mailed it shall be
addressed to the Secretary of the Company at 000 Xxxx
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000. Any notice
given to you shall be addressed to you at your address
as reflected in the personnel records of the Company.
Either party hereto may hereafter designate a new
notice address by like notice to the other. Notice
shall be deemed to have been duly delivered when hand
delivered or, if mailed, on the day such notice is
postmarked.
(5) This Stock Option Agreement shall be governed by and
construed in accordance with the laws of the State of
Maryland.
PHARMAKINETICS LABORATORIES, INC.
By: ____________________________(Seal)
In order to indicate your acceptance of the stock option granted
by this Agreement, subject to the restrictions and upon the terms
and conditions set forth above and in the Plan, please execute
and immediately return to the Secretary of the Company the
enclosed duplicate original of this Agreement.
ACCEPTED AND AGREED TO:
________________________(Seal)
Signature
________________________
Date
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