Exhibit 99.1
Adams Respiratory
Therapeutics, Inc.
NONSTATUTORY STOCK OPTION CERTIFICATE
Non-transferable
G R A
N T T O
(“Optionee”)
of
the right to purchase from Adams Respiratory Therapeutics, Inc.
(the “Company”)
shares of its common stock, $0.01 par value, at the price of
$
per share (the “Options”)
pursuant
to and subject to the provisions of the Adams Respiratory
Therapeutics, Inc. 2005 Incentive Plan (the “Plan”) and
to the terms and conditions set forth on the following pages of
this award certificate (this “Certificate”).
Unless
vesting is accelerated in accordance with the Plan or in the
discretion of the Committee, the Options shall vest (become
exercisable) in accordance with the following schedule:
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| Continuous Status as a Participant |
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after Grant Date |
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Percent of Option Shares Vested |
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1 year
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33% |
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2 years
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66% |
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3 years
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100% |
By
accepting this award, Optionee shall be deemed to have agreed to
the terms and conditions of this Certificate and the Plan.
IN
WITNESS WHEREOF, Adams Respiratory Therapeutics, Inc., acting by
and through its duly authorized officers, has caused this
Certificate to be executed as of the Grant Date.
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| ADAMS RESPIRATORY
THERAPEUTICS, INC. |
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Grant Date:
August 24, 2007 |
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By:
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*SAMPLE DOCUMENT* |
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Accepted by Grantee: |
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*SAMPLE DOCUMENT* |
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Its:
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Authorized Officer |
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2007
Stock Option Grant
TERMS AND CONDITIONS
1.
Vesting of Options . The Options shall vest (become
exercisable) in accordance with the schedule shown on the cover
page of this Certificate. Notwithstanding the foregoing vesting
schedule, the Options shall become fully vested and exercisable
(i) immediately upon a Change in Control if the Options are
not assumed by the Surviving Entity or otherwise equitably
converted or substituted in connection with the Change in Control
in a manner approved by the Committee or the Board, or
(ii) upon Optionee’s termination of employment if the
Options are assumed by the Surviving Entity or otherwise equitably
converted or substituted in connection with the Change in Control,
and within two years after the Change in Control Optionee’s
employment is terminated without Cause or, if Optionee has an
employment or similar agreement in which Optionee is permitted to
resign for Good Reason, Optionee resigns for Good Reason, or
(iii) upon Optionee’s termination of employment by
reason of death or Disability, regardless of whether a Change in
Control has occurred.
2.
Term of Options and Limitations on Right to Exercise . The
term of the Options will be for a period of ten years, expiring at
5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date
(the “Expiration Date”). To the extent not previously
exercised, the Options will lapse prior to the Expiration Date upon
the earliest to occur of the following circumstances:
(a) Three months after the termination of Optionee’s
Continuous Status as a Participant for any reason other than by
reason of Optionee’s death or Disability.
(b) Twelve months after the date of the termination of
Optionee’s Continuous Status as a Participant by reason of
Disability.
(c) Twelve months after the date of Optionee’s death, if
Optionee dies while employed, or during the three-month period
described in subparagraph (a) above or during the twelve-month
period described in subparagraph (b) above and before the
Options otherwise lapse. Upon Optionee’s death, the Options
may be exercised by Optionee’s beneficiary designated
pursuant to the Plan.
The
Committee may, prior to the lapse of the Options under the
circumstances described in subparagraphs (a), (b) or
(c) above, extend the time to exercise the Options as
determined by the Committee in writing. If Optionee returns to
employment with the Company during the designated post-termination
exercise period, then Optionee shall be restored to the status
Optionee held prior to such termination but no vesting credit will
be earned for any period Optionee was not in Continuous Status as a
Participant. If Optionee or his or her beneficiary exercises an
Option after termination of service, the Options may be exercised
only with respect to the Shares that were otherwise vested on
Optionee’s termination of service, including Options vested
by acceleration under Paragraph 1.
3.
Exercise of Option . The Options shall be exercised by
(a) written notice directed to the Secretary of the Company or
his or her designee at the address and in the form specified by the
Secretary from time to time and (b) payment to the Company in
full for the Shares subject to such exercise (unless the exercise
is a broker-assisted cashless exercise, as described below). If the
person exercising an Option is not Optionee, s
