Exhibit 10.4
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NQO No. XX-XX
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Option for
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XXXXXX
Shares
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MEDAREX, INC.
NON-EMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
FOR 2005 EQUITY INCENTIVE PLAN
MEDAREX, INC. a New
Jersey corporation (the “Company”), in consideration of
the value to it of the continuing services of XXXXXXX
(hereinafter called “Optionee”), which continuing
services the grant of this option is designed to secure, and in
consideration of the various undertakings made herein by Optionee,
and pursuant to its 2005 Equity Incentive Plan (hereinafter
called the “Plan”), hereby grants to Optionee an option
(the “Option”), evidenced by this Option Agreement,
exercisable for the period and upon the terms hereinafter set
out, to purchase XXXXX shares (the “Option
Amount”) of $.01 par value common stock of the Company
(“Common Stock”) at a price of $XXXXX per share
(the “Option Price”), which price represents at least
the Fair Market Value (as such term is defined in the Plan) of the
shares as of the Date of Grant (as hereinafter defined).
1. Term of
Option . This Option is granted and dated on
the date set forth next above the signature shown (sometimes
hereinafter called the “Date of Grant”), and will
terminate and expire, to the extent not previously exercised, one
day prior to the end of ten (10) years after the Date of Grant
(i.e., on the XXX day of XXXXX, XXXX ), or at such earlier
time as may be specified in Section 5 hereof.
2.
Vesting . Except as set forth in the
immediately following sentence or as otherwise provided in the Plan
or this Option Agreement, this Option will vest and be exercisable
as follows, provided that vesting will cease upon the termination
of the Optionee’s Service: The entire Option Amount shall
vest on the date that is six (6) months and one (1) day following
the Date of Grant. Notwithstanding the foregoing, under no
circumstances shall this Option be exercisable within six (6)
months (or such greater or lesser period prescribed or permitted by
any applicable rule or regulation promulgated under the Securities
Exchange Act of 1934, as amended, (the “Exchange Act”),
including, without limitation, Rule 16(b)-3) following the Date of
Grant hereof; provided, however, that upon the occurrence of an
event constituting a Change in Control, as such term is defined in
the Plan, the Option Amount shall become immediately vested and
exercisable in full.
3.
Non-Transferability . An Optionee may not
sell or otherwise transfer an Option except by will or the laws of
descent and distribution or to an Optionee’s family members
pursuant to a gift (in accordance with the Plan) or by means of a
domestic relations order.
C-1
4. Manner of
Exercise . The Optionee (or other person
entitled to exercise the Option) shall purchase shares of Common
Stock subject hereto by the payment to the Company of the Option
Price in full. This Option is to be exercised by written
notice to the Company stating the full number of shares to be
purchased and the time of delivery thereof, which shall be at least
15 days after the giving of notice unless an earlier date shall
have been agreed upon between Optionee (or other person entitled to
exercise the Option) and the Company. At such time, the
Company shall, without transfer or issue tax to the Optionee (or
other person entitled to exercise the Option), deliver at the
principal office of the Company, or at such other place as shall be
mutually agreed upon, a certificate or certificates for such shares
against payment of the Option Price therefor in full for the number
of shares to be delivered; provided, however, that the time of
delivery may be postponed by the Company for such period as may be
required for it to comply with reasonable diligence with any
requirements of law. Payment of the Option Price shall be
made in cash either by a certified or official bank check.
Notwithstanding the foregoing, provided that at
the time of exercise the Common Stock is publicly traded, payment
in whole or in part of the Option Price may be made in unrestricted
shares of Common Stock which are already owned by the Optionee free
and clear of any liens, claims, encumbrances or security interests,
based upon the Fair Market Value (as defined in the Plan) of the
Common Stock on the date the Option is exercised. No shares
of Common Stock shall be issued until full payment therefor has
been made and any tax withholding obligations have been satisfied
(in accordance with Section 10(d)). If the Optionee (or other
persons entitled to exercise the Option) fails to accept a delivery
of, or to pay for all or any part of the number of shares specified
in such notice upon tender or delivery thereof, the right to
exercise the Option with respect to such undelivered shares shall
be thereupon terminated.
Notwithstanding
the foregoing, provided that at the time of exercise the Common
Stock is publicly traded, payment in whole or in part of the Option
Price may be made pursuant to a program developed under Regulation
T as promulgated by the Federal Reserve Board that, prior to the
issuance of Common Stock, results in either the receipt of cash (or
check) by the Company or the receipt of irrevocable instructions to
pay the aggregate exercise price to the Company from the sales
proceeds.
5. Termination of
Service .
(a)
Death . If any Optionee’s relationship with or
employment by the Company and/or any of its subsidiaries terminates
by reason of death, this Option may thereafter be exercised
immediately in full by the legal representative of the estate or by
the lega
