|
E XHIBIT
10.3
N EKTAR T
HERAPEUTICS
2000 E
QUITY I NCENTIVE P
LAN
S TOCK O
PTION A GREEMENT
Pursuant to the Stock Option
Grant Notice ( “Option Notice” ) and this
Stock Option Agreement, Nektar Therapeutics (the
“Company” ) has granted you an option
under its 2000 Equity Incentive Plan (the
“Plan” ) to purchase the number of shares
of the Company’s Common Stock indicated in the Option Notice
at the exercise price indicated in the Option Notice. Defined terms
not explicitly defined in this Stock Option Agreement but defined
in the Plan shall have the same definitions as in the
Plan.
The details of your option
are as follows:
1. V
ESTING . Subject to the limitations
contained herein, your option will vest as provided in the Option
Notice, provided that vesting will cease upon the termination of
your Continuous Service. Notwithstanding the foregoing, (i) in
the event your Continuous Service is terminated as a result of your
death, your option shall become fully vested and exercisable as of
the date of your death, or (ii) upon the closing of a
Corporate Transaction, your option shall become fully vested and
exercisable.
2. N UMBER
OF S HARES AND E
XERCISE P RICE . The
number of shares subject to your option and your exercise price per
share referenced in the Option Notice may be adjusted from time to
time for capitalization adjustments, as provided in the
Plan.
3. E
XERCISE R ESTRICTION
FOR N ON -E XEMPT E
MPLOYEES . If you are an Employee eligible for
overtime compensation under the Fair Labor Standards Act of 1938,
as amended ( i.e. , a “ Non-Exempt
Employee ”), you may not exercise your option until
at least six (6) months following the Date of Grant specified
in your Option Notice, notwithstanding any other provision of your
option.
4. M ETHOD
OF P AYMENT . Payment of
the exercise price is due in full upon exercise of all or any part
of your option. You may elect to make payment of the exercise price
in one or more of the following forms:
(a) In cash or by
check;
(b) In the
Company’s sole discretion at the time your option is
exercised and provided that at the time of exercise the Common
Stock is publicly traded and quoted regularly in The Wall Street
Journal , pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board which, 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; or
(c) In the
Company’s sole discretion at the time your option is granted
(or subsequently, if your option is a nonstatutory stock option)
and provided that at the time of exercise the Common Stock is
publicly traded and quoted regularly in The Wall Street
Journal , by delivery of already-owned shares of Common Stock
either that you have held for the period required to avoid a charge
to the Company’s reported earnings (generally six months) or
that you did not acquire, directly or indirectly from the Company,
that are owned free and clear of any liens, claims, encumbrances or
security interests, and that are valued at Fair Market Value on the
date of exercise. “Delivery” for these purposes, in the
sole discretion of the Company at the time your option is
exercised, shall include delivery to the Company of your
attestation of ownership of such shares of Common Stock in a form
approved by the Company. Notwithstanding the foregoing, your option
may not be exercised by tender to the Company of Common Stock to
the extent such tender would constitute a violation of the
provisions of any law, regulation or agreement restricting the
redemption of the Company’s stock.
5. S
ECURITIES L AW C
OMPLIANCE . Notwithstanding anything to
the contrary contained herein, your option may not be exercised
unless the shares issuable upon exercise of your option are then
registered under the Securities Act or, if such shares are not then
so registered, the Company has determined that such exercise and
issuance would be exempt from the registration requirements of the
Securities Act. The exercise of your option must also comply with
other applicable laws and regulations governing the option, and the
option may not be exercised if the Company determines that the
exercise would not be in material compliance with such laws and
regulations.
6. T
ERM . The term of your option commences
on the Date of Grant and expires upon the earliest of
the following:
(a) three
(3) months after the termination of your Continuous Service
for any reason other than death or Disability, provided that
(i) if during any part of such three (3)-month period the
option is not exercisable solely because of the condition set forth
in Section 5, the option shall not expire until the earlier of
th
| 
