ADVENTRX Pharmaceuticals, Inc.
2008 Omnibus Incentive Plan
[Non-Statutory] [Incentive]
Stock Option Grant Agreement
THIS
[NON-STATUTORY] [INCENTIVE] STOCK OPTION GRANT AGREEMENT (this
“Agreement”), effective as of
, 20___(the “Grant Date”), is entered into by and
between ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), and
(the “Grantee”).
1. Grant
of Option . The Company hereby grants to the Grantee a
[non-statutory] stock option (the “Option”) to purchase
shares of common stock of the Company, par value $0.001 per share
(the “Shares”), at the exercise price of $
per Share (the “Exercise Price”). The Option is [not]
intended to qualify as an incentive stock option under
Section 422 of the Code.
2.
Subject to the Plan . This Agreement is subject to the
provisions of the ADVENTRX Pharmaceuticals, Inc. 2008 Omnibus
Incentive Plan (the “Plan”), and, unless the context
requires otherwise, terms used herein shall have the same meaning
as in the Plan. In the event of a conflict between the provisions
of the Plan and this Agreement, the Plan shall control.
3. Term
of Option . Unless the Option terminates earlier pursuant to
the provisions of this Agreement, the Option shall expire on the
tenth anniversary of the Grant Date.
4.
Vesting . The Option shall become vested with respect to
one-fourth of the Shares on [Month/Day/Year] and as to one
forty-eighth of the Shares at the end of each successive month
thereafter until all of the Shares have vested; provided ,
however, that the Grantee is then providing Services.
(a)
Manner of Exercise . To the extent vested, the Option may be
exercised, in whole or in part, by delivering written notice to the
Company in accordance with paragraph (g) of Section 8 in such
form as the Company may require from time to time. Such notice
shall specify the number of Shares subject to the Option as to
which the Option is being exercised, and shall be accompanied by
full payment of the Exercise Price of such Shares in a manner
permitted under the terms of Section 5.5 of the Plan, except
that payment with previously acquired Shares may only be made with
the consent of the Committee. The Option may be exercised only in
multiples of whole Shares and no fractional Shares shall be
issued.
(b)
Issuance of Shares . Upon exercise of the Option and payment
of the Exercise Price for the Shares as to which the Option is
exercised, the Company shall issue to the Grantee the applicable
number of Shares in the form of fully paid and nonassessable
Shares.
(c)
Capitalization Adjustments . The number of Shares subject to
the Option and the Exercise Price shall be equitably and
appropriately adjusted, if applicable, as provided in Section 12.2
of the Plan.
(d)
Withholding . No Shares will be issued on exercise of the
Option unless and until the Grantee pays to the Company, or makes
satisfactory arrangements with the Company for payment of, any
federal, state or local taxes required by law to be withheld in
respect of the exercise of the Option. The Grantee hereby agrees
that the Company may withhold from the Optionee’s wages or
other remuneration the applicable taxes. At the discretion of the
Company, the applicable taxes may be withheld in kind from the
Shares otherwise deliverable to the Grantee on exercise of the
Option, up to the Grantee’s minimum required withholding rate
or such other rate that will not trigger a negative accounting
impact.
(e)
Notice of Disposition . Grantee agrees to notify the Company
in writing within fifteen (15) days after the date of any
disposition of any of the Shares issued upon exercise of the Option
that occurs within the later of two (2) years after the Grant
Date or within one (1) year after such Shares are transferred to
the Grantee.
(a)
Termination of Employment or Service Relationship Other Than Due
to Retirement, Death, Disability or Cause . Unless the Option
has earlier terminated, the Option shall terminate in its entirety,
regardless of whether the Option is vested, ninety (90) days
after the date the Grantee ceases to provide Services for any
reason other than, as applicable, the Grantee’s Retirement,
death, Disability or termination for Cause. Except as provided in
paragraphs (b), (c) or (d) of this Section, any portion of the
Option that is not vested at the time the Grantee ceases to provide
Services shall immediately terminate.
(b)
Retirement . Upon the Retirement of the Grantee, unless the
Option has earlier terminated, the Option shall continue in effect
(and, for purposes of vesting pursuant to Section 4, the Grantee
shall be deemed to continue to be providing Services) until the
earlier of (i) two (2) years after the Grantee’s
Retirement (or, if later, the fifth anniversary of the Grant Date)
or (ii) the expiration of the Option’s term pursuant to
Section 3. For purposes of this Agreement,
“Retirement” shall mean termination of the
Grantee’s employment with the Company and its Subsidiaries,
or a successor company (or a subsidiary or parent thereof) and
their respective subsidiaries, other than for Cause (a) if
(i) the Grantee is then at least age 60 and (ii) the sum
of the Grantee’s age and years of continuous service with the
Company and its Subsidiaries is then equal to at least 70 or
(b) if the Committee characterizes such termination as a
“Retirement” for purposes of this Agreement. For
clarity, this Section 6(b) shall apply only to Grantees who are
Employees at the time of termination.
(c)
Death . Upon the Grantee’s death, unless the Option
has earlier terminated, the Grantee’s executor or personal
representative, the person to whom the Option shall have been
transferred by will or the laws of descent and distribution, or
such other permitted transferee, as the case may be, may exercise
the Option in accordance with paragraph (a) of Section 5,
to the extent vested, provided such exercise occurs within
twelve (12) months after the date of the Grantee’s death
or the end of the term of the Option pursuant to Section 3,
whichever is earlier.
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(d)
Disability . In the event that the Grantee ceases to provide
Services by reason of Disability, unless the Option has earlier
terminated, the Option may be exercised, in accordance with
paragraph (a) of Section 5, to the extent vested,
provided such exercise occurs within six (6) months
after the date of Disability or the end of the term of the Option
pursuant to Section 3, whichever is earlier. For purposes of
this Agreement, “Disability” shall mean the
Grantee’s becoming disabled within the meaning of
Section 22(e)(3) of the Code, or as otherwise determined by
the Committee in its discretion. The Committee may require such
proof of Disability as the Committee in its sole and absolute
discretion deems approp
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