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EXHIBIT 10.36
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE
PHARMION CORPORATION
2000 STOCK INCENTIVE PLAN
THIS AGREEMENT is made effective
as of the «Date», by and between Pharmion Corporation,
a Delaware corporation (the "Company"), and «Name» (the
"Optionee").
W I T N E S S
E T H :
WHEREAS, the Optionee is now
employed by or otherwise providing services as a consultant or a
director (all references to employee or employment shall include
consultants and directors and their respective consulting
relationship or directorship with the Company, as applicable) to
the Company, and the Company desires to have the Optionee remain in
such employment and to afford the Optionee the opportunity to
acquire ownership of the Company’s common stock, par value
$0.001 per share (the "Stock"), so that the Optionee may have a
direct proprietary interest in the Company’s success;
NOW, THEREFORE, in consideration
of the covenants and agreements herein contained, the parties
hereto hereby agree as follows:
1. Grant of
Options . Subject to the terms and conditions set forth
herein and in the Company’s 2000 Stock Incentive Plan (the
"Plan"), as amended, the Company hereby grants to the Optionee,
during the period commencing on the date of this Agreement (the
"Grant Date") and ending 7 years from the date hereof (the
"Termination Date"), the right and option (the right to purchase
any one share of Stock hereunder being an "Option") to purchase
from the Company, at a price of $ per share (the "Exercise Price"),
an aggregate of «Shares» shares of Stock (the
"Options").
2. Limitations on
Exercise of Options . Subject to early expiration of the
Options upon a termination of employment with the Company as set
forth in Section 3 below and compliance with the terms and
conditions set forth herein, the Options may be exercised only
after they vest and only with respect to whole shares. The Options
shall vest as follows: 1/4 of the Options on and after the first
anniversary of the Grant Date, an additional 1/48 of the Options on
the «Day» day on and after each of the 13
th through the
47 th month
following the Grant Date and the remainder of the Options on and
after the fourth anniversary of the Grant Date.
3. Termination of
Employment . (a) If, prior to the Termination Date,
the Optionee shall cease to be employed by the Company by reason of
termination by the Company without Cause (as defined in the Plan),
Disability (as defined in the Plan), retirement pursuant to the
retirement policies of the Company or voluntary termination with
the written consent of the Company (each a "Normal Termination"),
then (i) all vesting with respect to the Options shall cease,
(ii) all unvested Options shall expire as of the date of such
Normal Termination, and (iii) the Options that were vested as
of the date of such Normal Termination shall remain exercisable
until the earlier of the Termination Date or the date that is
3 months after the date of such Normal Termination.
(a) If the Optionee shall
cease to be employed by the Company prior to the Termination Date
by reason of death or shall die during the 3-month period in
Section 3(a) above, then (i) all vesting with respect to the
Options shall cease, (ii) all unvested Options (to the extent
not already expired) shall expire as of the date of death, and
(iii) all Options that were vested as of the date of death
shall remain exercisable by the executor or administrator of the
estate of the Optionee or the person or persons to whom the Options
shall have been validly transferred by the executor or
administrator pursuant to will or the laws of descent and
distribution (as applicable) until the earlier of the Termination
Date or the date that is 12 months after the date of
death.
(b) If the Optionee shall
cease to be employed by the Company for any reason other than as
set forth in Sections 3(a) and (b) above, the Options (whether
vested or unvested) shall expire immediately upon such cessation of
employment.
(c) After the expiration of
any exercise period described in either of paragraphs 3(a), 3(b) or
3(c) hereof, the Options shall terminate together with all of the
Optionee’s rights hereunder, to the extent not previously
exercised.
4. Method of
Exercising Option . (a) The Optionee may exercise any
or all of the vested Options (representing whole shares only) by
delivering to the Company a written notice signed by the Optionee
stating the number of Options that the Optionee has elected to
exercise at that time and full payment of the purchase price of the
shares to be thereby purchased from the Company. Payment of the
purchase price of the shares may be made by cash or a certified or
bank cashier’s check payable to the order of the Company, or
by such other means as shall be acceptable to the Company in its
discretion.
(a) At the time of exercise,
the Optionee shall pay to the Company such amount as the Company
deems necessary to satisfy its obligation, if any, to withhold
Federal, state or local income or other taxes incurred by reason of
the exercise or the transfer of shares thereupon.
5. Issuance of
Shares . As promptly as practical after receipt of such
written notification and full payment of such purchase price and
any required income tax withholding amount, the Company shall issue
or transfer to the Optionee the number of shares with respect to
which Options have been so exercised, and shall deliver to the
Optionee a certificate or certificates therefor, registered in the
Optionee’s name.
6. Company;
Optionee . (a) The term "Company" as used in this
Agreement with reference to employment or service shall include the
Company and its subsidiaries. The term "subsidiary" as used in this
Agreement shall mean any subsidiary of the Company as defined in
Section 424(f) of the Code.
(a) Whenever the word
"Optionee" is used in any provision of this Agreement under
circumstances where the provision should logically be construed to
apply to the executors, the administrators, or the person or
persons to whom the Options may be transferred by will or
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by the laws of descent and distribution, the word "Optionee"
shall be deemed to include such person or persons.
7.
Non-Transferability . The Options are not
transferable by the Optionee otherwise than by will or the laws of
descent and distribution and are exercisable during the
Optionee’s lifetime only by the Optionee. No assignment or
transfer of the Options, or of the rights represented thereby,
whether voluntary or involuntary, by operation of law or otherwise
(except by will or the laws of descent and distribution), shall
vest in the assignee or transferee any interest or right herein
whatsoever, but immediately upon such assignment or transfer the
Options shall terminate and become of no further effect.
8. Incentive Stock
Options . The Options granted hereunder are intended to be
incentive stock options within the meaning of Section 422 of
the Code. The Optionee agrees to notify the Company in writing
within 30 days of any disposition (whether by sale, exchange,
gift or otherwise) of shares of Stock purchased under this
Agreement within two years from the date hereof or one year from
the date of exercise of the Options with respect to such
shares.
9. Rights as
Stockholder . The Optionee or a transferee of the Options
shall have no rights as a stockholder with respect to any share
covered by the Options until the Optionee shall have become the
holder of record of such share, and no adjustment shall be made for
dividends or distributions or other rights in respect of such share
for which the record date is prior to the date upon which the
Optionee shall become the holder of record thereof.
10. Compliance with
Law . Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the
Options, and that the Company will not be obligated to issue or
transfer any shares to the Optionee hereunder, if the exercise
hereof or the issuance or transfer of such shares shall constitute
a violation by the Optionee or the Company of any provisions of any
law or regulation of any governmental authority. Any determination
in this connection by the Board of Directors shall be final,
binding and conclusive. The Company shall in no event be obliged to
register any securities pursuant to the Securities Act of 1933 (as
now in effect or as hereafter amended) or to take any other
affirmative action in order or cause the exercise of the Options or
the issuance or transfer of shares pursuant thereto to comply with
any law or regulation of any governmental authority.
11. Notice .
Every notice or other communication relating to this Agreement
shall be in writing, and shall be mailed to or delivered to the
party for whom it is intended at such address as may from time to
time be designated by it in a notice mailed or delivered to the
other party as herein provided, provided that, unless and until
some other address be so designated, all notices or communications
by the Optionee to the Company shall be mailed or delivered to the
Company at its principal executive office, and all notices or
communications by the Company to the Optionee may be given to the
Optionee personally or may be mailed to the Optionee at the
Optionee’s last known address, as reflected in the
Company’s records.
12. Binding Effect
. Subject to Section 6 hereof, this Agreement shall be
binding upon the heirs, executors, administrators and successors of
the parties hereto.
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13. Governing Law
. This Agreement shall be construed and interpreted in
accordance with the laws of the state of Colorado, without regard
to the principles of conflicts of law thereof.
14. Plan . The
terms and provisions of the Plan are incorporated herein by
reference. In the event of a conflict or inconsistency between
discretionary terms and provisions of the Plan and the express
provisions of this Agreement, this Agreement shall govern and
control. In all other instances of conflicts or inconsistencies or
omissions, the terms and provisions of the Plan shall govern and
control.
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NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE
PHARMION CORPORATION
2000 STOCK INCENTIVE PLAN
THIS AGREEMENT is made effective
as of the «Date», by and between Pharmion Corporation,
a Delaware corporation (the "Company"), and «Name» (the
"Optionee").
W I T N E S S
E T H :
WHEREAS, the Optionee is now
employed by or otherwise providing services as a consultant or a
director (all references to employee or employment shall include
consultants and directors and their respective consulting
relationship or directorship with the Company, as applicable) to
the Company, and the Company desires to have the Optionee remain in
such employment and to afford the Optionee the opportunity to
acquire ownership of the Company’s common stock, par value
$0.001 per share (the "Stock"), so that the Optionee may have a
direct proprietary interest in the Company’s success;
NOW, THEREFORE, in consideration
of the covenants and agreements herein contained, the parties
hereto hereby agree as follows:
1. Grant of
Options . Subject to the terms and conditions set forth
herein and in the Company’s 2000 Stock Incentive Plan (the
"Plan"), as amended, the Company hereby grants to the Optionee,
during the period commencing on the date of this Agreement (the
"Grant Date") and ending 7 years from the date hereof (the
"Termination Date"), the right and option (the right to purchase
any one share of Stock hereunder being an "Option") to purchase
from the Company, at a price of $ per share (the "Exercise Price"),
an aggregate of «Shares» shares of Stock (the
"Options").
2. Limitations on
Exercise of Options . Subject to early expiration of the
Options upon a termination of employment with the Company as set
forth in Section 3 below and compliance with the terms and
conditions set forth herein, the Options may be exercised only
after they vest and only with respect to whole shares. The Options
shall vest as follows: 1/4 of the Options on and after the first
anniversary of the Grant Date, an additional 1/48 of the Options on
the «Day» day on and after each of the 13
th through the
47 th month
following the Grant Date and the remainder of the Options on and
after the fourth anniversary of the Grant Date.
3. Termination of
Employment . (a) If, prior to the Termination Date,
the Optionee shall cease to be employed by the Company by reason of
termination by the Company without Cause (as defined in the Plan),
Disability (as defined in the Plan), retirement pursuant to the
retirement policies of the Company or voluntary termination with
the written consent of the Company (each a "Normal Termination"),
then (i) all vesting with respect to the Options shall cease,
(ii) all unvested Options shall expire as of the date of such
Normal Termination, and (iii) the Options that were vested as
of the date of such Normal Termination shall remain exercisable
until the earlier of the Termination Date or the date that is
3 months after the date of such Normal Termination.
(b) If the Optionee shall
cease to be employed by the Company prior to the Termination Date
by reason of death or shall die during the 3-month
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