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Exhibit
10.14
INNOVIVE PHARMACEUTICALS,
INC.
2004 Stock Option
Plan
NOTICE OF STOCK OPTION
GRANT
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(Optionee and
address)
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Grant
Number |
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You have been granted an
option to purchase Common Stock of Innovive Pharmaceuticals, Inc.
(the “Company”), as follows:
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| Date of
Grant |
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| Vesting Commencement Date |
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| Exercise
Price per Share |
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| Total Number of Shares Granted |
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| Total
Exercise Price |
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| Type of
Option: |
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Incentive Stock Option |
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Nonstatutory Stock Option |
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| Term/Expiration Date: |
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10 Years/
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5 Years/
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| Vesting
Schedule: |
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Subject to
accelerated vesting as set forth in the Plan or in the Stock Option
Agreement, this Option may be exercised, in whole or in part, in
accordance with the following schedule: A)
of the shares subject to the Option shall vest on the date one year
from the Vesting Commencement Date; and B) the remainder of
the shares subject to the Option shall vest equally on a monthly
basis over
years beginning with the first full calendar month following the
date that is one year after the Vesting Commencement Date; provided
that such optionee remains an employee of, or consultant to, the
Company as of each such vesting date. |
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| Termination
Period: |
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Option may
be exercised for up to 90 days after termination of employment or
consulting relationship except as set out in Sections 7 and 8 of
the Stock Option Agreement (but in no event later than the
Expiration Date. By your signature and the signature of the
Company’s representative below, you and the Company agree
that this option is granted under and governed by the terms and
conditions of the Innovive Pharmaceuticals, Inc. 2004 Stock Option
Plan (the “Plan”) and the Stock Option Agreement. The
Stock Option Agreement is attached and made a part of this
document. |
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| OPTIONEE: |
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INNOVIVE PHARMACEUTICALS, INC. |
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By: |
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Name: |
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Title: |
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INNOVIVE PHARMACEUTICALS,
INC.
STOCK OPTION
AGREEMENT
1. Grant of Option .
Innovive Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), hereby grants to the Optionee named in the
Notice of Grant (the “Optionee”) an option (the
“Option”) to purchase a total number of shares of
Common Stock (the “Shares”) set forth in the Notice of
Grant, at the exercise price per share set forth in the Notice of
Grant (the “Exercise Price”) subject to the terms,
definitions and provisions of the Innovive Pharmaceuticals, Inc.
2004 Stock Option Plan (the “Plan”) adopted by the
Company, which is incorporated herein by reference. Unless
otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Option. To the extent of any
conflict between the terms of this Stock Option Agreement and the
Plan, the terms of the Plan shall control.
If designated an Incentive
Stock Option, this Option is intended to qualify as an Incentive
Stock Option as defined in Section 422 of the Code, or any
successor provision.
2. Exercise of Option
. This Option shall be exercisable during its term in accordance
with the Vesting Schedule set out in the Notice of Grant, the terms
of the Plan and as follows:
(a) Right to Exercise
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(i) This Option may not be
exercised for a fraction of a share.
(ii) In the event of
Optionee’s death, disability or other termination of
employment, the exercisability of the Option is governed by
Sections 6, 7 and 8 below, subject to the limitation contained
in subsection 2(a)(iii).
(iii) In no event may this
Option be exercised after the date of expiration of the term of
this Option as set forth in the Notice of Grant.
(b) Method of Exercise
. This Option shall be exercisable by written notice (in the form
attached hereto as Exhibit A ) which shall state the
election to exercise the Option, the number of Shares in respect of
which the Option is being exercised, and such other representations
and agreements as to the holder’s investment intent with
respect to such shares of Common Stock as may be required by the
Company pursuant to the provisions of the Plan. Such written notice
shall be signed by the Optionee and shall be delivered in person or
by certified mail to the Secretary of the Company. The written
notice shall be accompanied by payment of the Exercise Price. This
Option shall be deemed to be exercised upon receipt by the Company
of such written notice accompanied by the Exercise
Price.
No Shares will be issued
pursuant to the exercise of an Option unless such issuance and such
exercise shall comply with all relevant provisions of law and the
requirements of any stock exchange upon which the Shares may then
be listed. Assuming such compliance, for income tax purposes the
Shares shall be considered transferred to the Optionee on the date
on which the Option is exercised with respect to such
Shares.
3. Optionee’s
Representations . In the event the Shares purchasable pursuant
to the exercise of this Option have not been registered under the
Securities Act of 1933, as amended (the “Securities
Act”), at the time this Option is exercised, Optionee shall,
if required by the Company, concurrently with the exercise of all
or any portion of this Option, deliver to the Company an Investment
Representation Statement in the form attached hereto as
Exhibit B .
4. Method of Payment .
Payment of the Exercise Price shall be by cash, check or any
combination thereof, at the election of the Optionee.
5. Restrictions on
Exercise . This Option may not be exercised until such time as
(a) the Plan and the Shares covered by this Option have been
approved by the stockholders of the Company and (b) the
issuance of such Shares upon such exercise or the method of payment
of consideration for such shares does not constitute a violation of
any applicable federal or state securities or other law or
regulation, including any rule under Part 207 of Title 12
of the Code of Federal Regulations
(“Regulation G”) as promulgated by the Federal
Reserve Board. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and
warranty to the Company as may be required by any applicable law or
regulation.
6. Termination of
Relationship . In the event of termination of Optionee’s
employment or consulting relationship with the Company, Optionee
may, to the extent otherwise so entitled at the date of such
termination (the “Termination Date”), exercise this
Option during the Termination Period set out in the Notice of
Grant. To the extent that Optionee was not entitled to exercise
this Option at the date of such termination, or if Optionee does
not exercise this Option within the time specified herein, the
Option shall terminate.
7. Disability of
Optionee . Notwithstanding the provisions of Section 6
above, in the event of termination of Optionee’s consulting
or employment relationship as a result of his total and permanent
disability (as defined in Section 22(e)(3) of the Code or any
successor provision), Optionee may, but only within twelve
(12) months from the date of termination of employment or
consulting relationship (but in no event later than the date of
expiration of the term of this Option as set forth in
Section 10 below), exercise this Option to the extent Optionee
was entitled to exercise it at the date of such termination. To the
extent that Optionee was not entitled to exercise the Option at the
date of termination, or if Optionee does not exercise such Option
(which Optionee was entitled to exercise) within the time specified
herein, the Option shall terminate.
8. Death of Optionee .
In the event of the death of Optionee during the term of this
Option and, with respect to a Consultant, during such
Consultant’s continuing consulting relationship with the
Company or within 90 days of termination of Consultant’s
relationship with the Company and, with respect to an employee,
during such employee’s employment relationship with the
Company or within 90 days of termination of such employee’s
relationship with the Company, the Option may be exercised at any
time within twelve (12) months following
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the date of termination (but in no event
later than the date of expiration of the term of this Option as set
forth in Section 10 below), by Optionee’s estate or by a
person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent of the right to exercise that
Optionee was entitled to at the date of death.
9. Nontransferability of
Option . This Option may not be transferred in any manner other
than by will or by the laws of descent or distribution and may be
exercised during the lifetime of Optionee only by Optionee. The
terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the
Optionee.
10. Term of Option .
This Option may be exercised only within the term set out in the
Notice of Grant and the Plan, and may be exercised during such term
only in accordance with the Plan and the terms of this
Option.
11. Taxation Upon Exercise
of Option . Optionee understands that, upon exercising a
Nonstatutory Stock Option, he or she will recognize income for tax
purposes in an amount equal to the excess of the then fair market
value of the Shares over the exercise price. If the Optionee is an
employee, the Company will be required to withhold from
Optionee’s compensation, or collect from Optionee and pay to
the applicable taxing authorities an amount equal to a percentage
of this compensation income. Additionally, the Optionee may at some
point be required to satisfy tax withholding obligations with
respect to the disqualifying disposition of an Incentive Stock
Option. The Optionee shall satisfy his or her tax withholding
obligation arising upon the exercise of a Nonstatutory Stock Option
or a disqualifying disposition by one or some combination of the
following methods: (i) by cash payment, or (ii) out of
Optionee’s current compensation, or (iii) if permitted
by the Committee, in its discretion, by surrendering to the Company
Shares that (a) in the case of Shares previously acquired from
the Company, have been owned by the Optionee for more than six
months on the date of surrender, and (b) have a fair market
value on the date of surrender equal to or greater than
Optionee’s marginal tax rate times the ordinary income
recognized, or (iv) if permitted by the Committee, in its
discretion, and if the Option is designated as a Nonstatutory Stock
Option by electing to have the Company withhold from the Shares to
be issued upon exercise of the Option that number of Shares having
a fair market value equal to the amount required to be withheld.
For this purpose, the fair market value of the Shares to be
withheld shall be determined on the date that the amount of tax to
be withheld is to be determined (the “Tax
Date”).
If the Optionee is subject to
Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) (an “Insider”), any
surrender of previously owned Shares to satisfy tax withholding
obligations arising upon exercise of this Option must comply with
the applicable provisions of Rule 16b-3 promulgated under the
Exchange Act (“Rule 16b-3”) and shall be subject to
such additional conditions or restrictions as may be required
thereunder to qualify for the maximum exemption from
Section 16 of the Exchange Act with respect to Plan
transactions.
All elections by an Optionee
to have Shares withheld to satisfy tax-withholding obligations
shall be made in writing in a form acceptable to the Committee and
shall be subject to the following restrictions:
(1) the election must be made
on or prior to the applicable Tax Date;
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(2) once made, the election
shall be irrevocable as to the particular Shares of the Option as
to which the election is made;
(3) all elections shall be
subject to the consent or disapproval of the Committee;
(4) if the Optionee is an
Insider, the election must comply with the applicable provisions of
Rule 16b-3 and shall be subject to such additional conditions or
restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.
12. Tax Consequences .
Set forth below is a brief summary as of the date of this Option of
some of the federal tax consequences of exercise of this Option and
disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.
(a) Exercise of ISO .
If this Option qualifies as an ISO, there will be no regular
federal income tax liability upon the exercise of the Option,
although the excess, if any, of the fair market value of the Shares
on the date of exercise over the Exercise Price will be treated as
an item of adjustment to the alternative minimum tax for federal
tax purposes in the year of exercise and may subject the Optionee
to the alternative minimum tax.
(b) Exercise of
Nonstatutory Stock Option . If this Option does not qualify as
an ISO, there may be a regular federal income tax liability upon
the exercise of the Option. The Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates)
equal to the excess, if any, of the fair market value of the Shares
on the date of exercise over the Exercise Price and the Company
will qualify for a deduction in the same amount, subject to the
requirement that the compensation be reasonable. If Optionee is an
employee, the Company will be required to withhold from
Optionee’s compensation or collect from Optionee and pay to
the applicable taxing authorities an amount equal to a percentage
of this compensation income at the time of exercise.
(c) Disposition of
Shares . In the case of an NSO, if Shares are held for at least
one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes.
In the case of an ISO, if Shares transferred pursuant to the Option
are held for at least one year after exercise and are disposed of
at least two years after the Date of Grant, any gain realized on
disposition of the Shares will also be treated as long-term capital
gain for federal income tax purposes. If Shares purchased under an
ISO are disposed of within one-year after exercise or within two
years after the Date of Grant, any gain realized on such
disposition will be treated as compensation income (taxable at
ordinary income rates) in an
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amount equal to the excess of the lesser
of (1) the fair market value of the Shares on the date of
exercise, or (2) the sale price of the Shares over the
Exercise Price paid for those shares. The Company will also be
allowed a deduction equal to any such amount recognized, subject to
the requirement that the compensation be reasonable.
(d) Notice of
Disqualifying Disposition of ISO Shares . If the Option granted
to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or
before the later of (1) the date two years after the Date of
Grant, or (2) the date one year after the date of exercise,
the Optionee shall immediately notify the Company in writing of
such disposition. Optionee agrees that Optionee may be subject to
income tax withholding by the Company on the compensation income
recognized by the Optionee from the early disposition by payment in
cash or out of the current earnings paid to the
Optionee.
13. Company’s Right
of First Refusal . Before any Shares held by Optionee or any
transferee (either being sometimes referred to herein as the
“Holder”) may be sold or otherwise transferred
(including transfer by gift or operation of law), the Company or
its assignee(s) shall have a right of first refusal to purchase the
Shares on the terms and conditions set forth in this Section (the
“Right of First Refusal”).
(a) Notice of Proposed
Transfer . The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating:
(i) the Holder’s bona fide intention to sell or
otherwise transfer such Shares; (ii) the name of each proposed
transferee (“Proposed Transferee”); (iii) the
number of Shares to be transferred to each Proposed Transferee; and
(iv) the bona fide cash price or other consideration for which
the Holder proposes to transfer the Shares (the “Offered
Price”), and the Holder shall offer the Shares at the Offered
Price to the Company or its assignee(s).
(b) Exercise of Right of
First
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