Exhibit 10.26
ALEXION PHARMACEUTICALS,
INC.
2004 INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
THIS AGREEMENT
, made as of this
day of
,
(the “Grant Date”), by and between Alexion
Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), and you (the “Optionee”) sets
forth the terms and conditions of an Award granted to the Optionee
under the Alexion Pharmaceuticals, Inc. 2004 Incentive Plan (the
“Plan”).
W I T N E S
S E T H :
Pursuant to the Plan, the Company
desires to grant to the Optionee, and the Optionee desires to
accept, an option to purchase shares of the Company’s common
stock, $0.0001 par value (the “Common Stock”), upon the
terms and conditions set forth in this Agreement and the Plan.
Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Plan.
NOW, THEREFORE, the parties hereto
agree as follows:
1. Grant . The Company hereby
grants to the Optionee an option (the “Option”) to
purchase such number of shares of Common Stock, at the purchase
price per share, in each case, set forth in a letter dated as of
the date hereof separately delivered to Optionee together with this
Agreement (the “Award Letter”). This Option is not
intended to qualify as an “incentive stock option”
within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended.
2. Restrictions on
Exercisability . Except as otherwise provided herein or in the
Plan or in an employment or other agreement between the Optionee
and the Company or its affiliates, this Option shall become
exercisable in accordance with the schedule shown in the Award
Letter based upon the Optionee’s continuous employment or
other service with the Company or its affiliates following the
Grant Date. No shares of Common Stock may be purchased hereunder
unless the Optionee shall have remained in the continuous
employment or other service of the Company or an affiliate up to
and including the specified date shown in the Award Letter from the
Grant Date. Unless earlier terminated, this Option shall expire if
and to the extent it is not exercised on or prior to the tenth
anniversary of the Grant Date (the “Expiration
Date”).
3. Exercise and Payment . The
Optionee may exercise this Option in whole or in part in accordance
with the schedule shown in the Award Letter by delivering to the
Company (a) a written notice of such exercise specifying the
number of shares of Common Stock that the Optionee has elected to
acquire and (b) payment in full of the exercise price,
together with the amount, if any, deemed necessary by the Company
to enable it to satisfy any tax withholding obligations with
respect to the exercise (unless other arrangements acceptable to
the Company are made for the satisfaction of such withholding
obligation). The Option exercise price shall be payable in cash or
bank or certified check or by such methods in accordance with such
procedures as may be authorized or permitted by the Committee from
time to time.
4. Rights as Stockholder . No
shares of Common Stock shall be sold or delivered hereunder until
full payment for such shares has been made. The Optionee shall have
no rights as a stockholder with respect to any shares covered by
this Option until shares are issued to the Optionee. Except as
otherwise provided herein or in the Plan, no adjustment shall be
made for dividends or distributions of other rights for which the
record date is prior to the date such stock certificate is
issued.
5. Nontransferability . The
Option is not assignable or transferable except upon the
Optionee’s death to a Beneficiary. During an Optionee’s
lifetime, this Option may be exercised only by the
Optionee.
6. Termination of Employment or
other Service
(a) Disability or Death .
Except as otherwise provided in an employment or other agreement
between the Optionee and the Company or its affiliates, if the
Optionee’s employment or other service with the Company and
its affiliates terminates due to his or her death or Disability,
then: (i) that portion of this Option that is not exercisable
on the date of termination shall immediately terminate, and
(ii) subject to Section 6(b) below, that portion of this
Option that is exercisable on the date of termination shall remain
exercisable, but only to the extent exercisable on the date of
termination, by the Optionee (or the Optionee’s designated
beneficiary or legal representative) until the earlier of
(x) the first anniversary of the date of termination (or, if
the Optionee’s employment or other service is terminated by
reason of his or her Disability and the Optionee dies within one
year of such termination of employment or other service, the first
anniversary of the later death of such disabled Optionee) and
(y) the Expiration Date an
