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Exhibit
10.2
Stock
Option Agreement
ADVENTRX
Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
and
the undersigned person (“Optionee”)
have
entered into this Stock Option Agreement (this “Agreement”)
effective as of the Grant Date set forth below. The Company has granted to
Optionee the option (the “Option”)
to
purchase the number of shares (the “Shares”)
of
common stock, par value $0.001 per share, of the Company (“Common
Stock”)
set
forth below at the per Share purchase price (the “Exercise
Price”)
set
forth below, pursuant to the terms of this Agreement. The Option was granted
under the Company’s 2005
Equity Incentive Plan (the “Plan”).
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Optionee
Name:
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_____________________
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Grant
Date:
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MM/DD/YYYY
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Vesting
Commencement Date:
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MM/DD/YYYY
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Shares:
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X,XXX
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Exercise
Price:
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$X.XX
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1. Terms
of Plan.
All
capitalized terms used in this Agreement and not otherwise defined shall
have
the meanings ascribed thereto in the Plan. Optionee confirms and acknowledges
that Optionee has received and reviewed copies of the Plan and the Information
Statement, dated _____________, with respect to the Plan. Optionee and the
Company agree that the terms and conditions of the Plan are incorporated
in this
Agreement by this reference.
2. Nature
of the Option.
The
Option has been granted as an incentive to Optionee’s Continuous Service, and is
in all respects subject to such Continuous Service and all other terms and
conditions of this Agreement. The Option is intended to be an
[Incentive/Nonstatutory] Option within the meaning of the Plan.
3. Vesting
and Exercise of Option.
The
Option shall vest and become exercisable during its term in accordance with
the
following provisions:
(a) Vesting
and Right of Exercise.
(i) The
Option shall vest and become exercisable with respect to one-fourth of the
Shares at the first anniversary of the Vesting Commencement Date set forth
in
the preamble of this Agreement and as to one forty-eighth of the Shares at
the
end of each successive month thereafter until all of the Shares have vested,
subject to Optionee’s Continuous Service.
(ii) In
the
event of Optionee’s death, disability or other termination of Optionee’s
Continuous Service, the Option shall be exercisable in the manner and to
the
extent provided in Section 6.3 of the Plan.
(iii) No
fraction of a Share shall be purchasable or deliverable upon exercise of
the
Option, but in the event any adjustment hereunder of the number of Shares
shall
cause such number to include a fraction of a Share, such number of Shares
shall
be rounded down to the nearest smaller whole number of Shares.
(b) Method
of Exercise.
In order
to exercise any portion of the Option which has vested, Optionee shall notify
the Company in writing of the election to exercise such vested portion of
the
Option and the number of Shares in respect of which the Option is being
exercised, by executing and delivering the Notice of Exercise of Stock Option
in
the form attached hereto as Exhibit
A
(the
“Exercise
Notice”).
The
certificate or certificates representing Shares as to which the Option has
been
exercised shall be registered in the name of Optionee.
(c) Restrictions
on Exercise.
(i) Optionee
may exercise the Option only with respect to Shares that have vested in
accordance with Section 3(a) of this Agreement.
(ii) Optionee
may not exercise the Option if the issuance of the Shares upon such exercise
or
the method of payment of consideration for such Shares would constitute a
violation of any applicable federal or state securities law or other law
or
regulation.
(iii) The
method and manner of payment of the Exercise Price will be subject to the
rules
under Part 221 of Title 12 of the Code of Federal Regulations as promulgated
by
the Federal Reserve Board if such rules apply to the Company at the date
of
exercise.
(iv) As
a
condition to the exercise of the Option, the Company may require Optionee
to
make any representation or warranty to the Company at the time of exercise
of
the Option as in the opinion of legal counsel for the Company may be required
by
any applicable law or regulation, including the execution and delivery of
an
appropriate representation statement. Accordingly, the stock certificate(s)
for
the Shares issued upon exercise of the Option may bear appropriate legends
restricting transfer.
(v) Optionee
may only exercise the Option upon, and the obligations of the Company under
this
Agreement to issue Shares to Optionee upon any exercise of the Option is
conditioned on, satisfaction of all federal, state, local or other withholding
tax obligations associated with such exercise (whether so required to secure
for
the Company an otherwise available tax deduction or otherwise) (“Withholding
Obligations”).
The
Company reserves the right to require Optionee to remit to the Company an
amount
sufficient to satisfy all Withholding Obligations prior to the issuance of
any
Shares upon any exercise of the Option. Optionee authorizes the Company to
withhold in accordance with applicable law from any compensation payable
to
Optionee any amounts necessary to meet any Withholding Obligations.
-2-
4. Non-Transferability
of Option.
The
Option may not be transferred in any manner other than by will or by the
laws of
descent and distribution. The terms of this Agreement shall bind the executors,
administrators, heirs and successors of Optionee.
5. Method
of Payment.
(a) Upon
exercise, Optionee shall pay the aggregate Exercise Price of the Shares
purchased by any of the following methods, or a combination thereof, at the
election of Optionee:
(i) by
cash;
(ii) by
certified or bank cashier’s check;
(iii) if
shares
of Common Stock are traded on an established stock market or exchange on
the
date of exercise, by surrender of whole shares of Common Stock having a Market
Value equal to the portion of the Exercise Price to be paid by such surrender,
