STOCK OPTION AGREEMENT
(Non-Qualified Stock Option to Director)
PURSUANT TO
SAVIENT PHARMACEUTICALS, INC.
AMENDED AND RESTATED 2004 INCENTIVE PLAN
* * *
NON-QUALIFIED STOCK OPTION
AGREEMENT made as of [DATE] between SAVIENT
PHARMACEUTICALS, INC. , a Delaware corporation (the
“Company”), and [NAME], a member of the Board of
Directors of the Company (the “Optionee”).
WITNESSETH :
WHEREAS, the Company desires, by
affording the Optionee an opportunity to purchase shares of its
Common Stock, $.01 par value per share (the “Common
Stock”), as hereinafter provided, to carry out the purpose of
the Company’s Directors’ Compensation Plan and the
Amended and Restated 2004 Incentive Plan (together, the
“Plan”):
NOW THEREFORE, in consideration of
the premises and of the mutual covenants and agreements hereinafter
contained, the parties hereto mutually covenant and agree as
follows:
1. Grant of Option . The
Company hereby grants to the Optionee a non-qualified stock option
to purchase all or any part of an aggregate of number shares
of Common Stock (such number being subject to adjustment as
provided in Paragraph 6) on the terms and conditions
hereinafter set forth (the “Option”).
2. Purchase Price . The
purchase price of the shares of Common Stock issuable upon exercise
of the Option (the “Option Price”) shall be $
price per share, which is not less than one hundred percent
(100%) of the fair market value per share of Common Stock on the
date hereof. Payment shall be made in cash, by certified check or
in shares of Common Stock in the manner prescribed in
Paragraph 7 hereof.
3. Term of Option . The
term of the Option shall be for a period of ten (10) years
from the date hereof, subject to earlier termination as provided in
Paragraph 5. The Option is exercisable during its term only in
accordance with the provisions of Exhibit A attached
hereto.
Except as provided in
Paragraph 5, the Option may not be exercised unless, at the
time the Option is exercised and at all times from the date it was
granted, the Optionee shall then be and shall have been, a member
of the Board of Directors of the Company.
4. Nontransferability .
The Option shall not be transferable otherwise than by will or the
laws of descent and distribution to the extent provided in
Paragraph 5, and the Option may be exercised, during the
lifetime of the Optionee, only by him. More particularly (but
without limiting the generality of the foregoing), the Option may
not be assigned, transferred (except as provided
1
above),
pledged or hypothecated in any way, shall not be assignable by
operation of law, and shall not be subject to execution, attachment
or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the Option contrary to the
provisions hereof and of the Plan, and the levy of any execution,
attachment, or similar process upon the Option, shall be null and
void and without effect; provided, however, that if the Optionee
shall die while in the employ of the Company or any subsidiary, his
estate, personal representative, or beneficiary shall have the
right to exercise the Option to the extent provided in
Paragraph 5.
5. Termination of Option
. If the Optionee shall cease to serve as a member of the Board of
Directors of the Company for any reason other than his death, then
the Option, to the extent that it is exercisable by him at the time
he ceases to be a director of the Company, and only to the extent
that the Option is exercisable as of such time, may be exercised by
him within six (6) months after such time; provided, however,
that the Compensation Committee may, in its sole discretion,
determine that he has more than six (6) months from the date
he ceases to be employed by the Company or any subsidiary to
exercise the Option.
If the Optionee shall die while
serving as a member of the Board of Directors of the Company, his
estate, personal representative, or beneficiary shall have the
right, subject to the provisions of Paragraph 3, to exercise
the Option (to the extent that the Optionee would have been
entitled to do so at the time of his death) at any time within
twelve (12) months from the date of his death.
6. Changes in Capital
Stock . Upon any readjustment or recapitalization of the
Company’s capital stock whereby the character of the Common
Stock shall be changed, appropriate adjustments shall be made so
that the capital stock issuable upon exercise of the Option after
such readjustment or recapitalization shall be the substantial
equivalent of the Common Stock issuable upon exercise of the
Option. In the case of a merger, sale of assets or similar
transaction which results in a replacement of the Common Stock with
stock of another corporation, the Company will make a reasonable
effort, but shall not be required, to replace any outstanding
Options granted under the Plan with comparable options to purchase
the stock of such other corporation, or will provide for immediate
maturity of all outstanding Options, with all Options not being
exercised w
