Exhibit 10.36
Nonstatutory Stock Option
Granted Under pSivida Corp. 2008
Incentive Plan
This certificate evidences a
nonstatutory stock option (this “Stock Option”) granted
by pSivida Corp., a Delaware corporation (the
“Company”), on
(the “Date of Grant”)
to
(the “Participant”) pursuant to the Company’s
2008 Incentive Plan (as from time to time in effect, the
“Plan”). Under this Stock Option, the Participant may
purchase, in whole or in part, on the terms herein provided, a
total of
shares of common stock of the Company (the “Shares”) at
per Share, which is not less than the fair market value of a Share
on the Date of Grant. The latest date on which this Stock Option,
or any part thereof, may be exercised is 5:00 P.M. Eastern Time on
(the “Final Exercise Date”). The Stock Option evidenced
by this certificate is intended to be, and is hereby designated, a
nonstatutory option, meaning an option that does not qualify
as an incentive stock option as defined in section 422 of the
Internal Revenue Code of 1986, as amended from time to time (the
“Code”).
(a) During Employment . This
Stock Option will vest and become exercisable with respect to 25%
of the Shares on each of the first, second, third and fourth
anniversaries of the Grant Date; provided that , and subject
to Section 2(c) below, upon a cessation of the
Participant’s Employment by reason of an involuntary
termination without Cause (as defined in the Employment Agreement
between the Company and the Participant dated
(“Employment Agreement”) (“Cause”)) or a
voluntary termination for Good Cause (as defined in the Employment
Agreement (“Good Cause”)) any unvested portion of this
Stock Option that would have vested as of the first anniversary of
the cessation of the Participant’s Employment had the
Participant continued in Employment through such first anniversary
will vest immediately prior to such cessation of
Employment.
(b) Termination of Employment
. Notwithstanding the foregoing, and subject to Section 2(c)
below, the following rules will apply if a Participant’s
Employment ceases regardless of the circumstances: automatically
and immediately upon the cessation of Employment, this Stock Option
will cease to be exercisable and will terminate, except
that:
(I) such portion, if any, of this
Stock Option as is held by the Participant immediately prior to the
cessation of the Participant’s Employment for any reason
other than for Cause or as a result of Participant’s death
and as is then exercisable (after giving effect to any accelerated
vesting owing to a cessation of Employment by reason of an
involuntary termination without Cause or a voluntary termination
for Good Cause pursuant to Section 2(a) above), will remain
exercisable until (i) 5:00 P.M. Eastern Time on the last day
of the three-month period commencing on the date of such cessation
of Employment or (ii) the Final Exercise Date, if earlier, and
will thereupon terminate;
(II) such portion, if any, of this
Stock Option as is held by the Participant immediately prior to the
Participant’s death and as is then exercisable, will remain
exercisable until (i) 5:00 P.M. Eastern Time on the first
anniversary of the Participant’s death or (ii) the Final
Exercise Date, if earlier, and will thereupon terminate;
and
(III) such portion, if any, of this
Stock Option as is held by the Participant immediately prior to the
cessation of the Participant’s Employment for Cause will
immediately terminate.
(c) Change of Control .
Notwithstanding any other provision of this Section 2 to the
contrary, if a Change of Control occurs, whether or not the Change
of Control also constitutes a Covered Transaction, and within the
24 months thereafter there is a cessation of the
Participant’s Employment by reason of an involuntary
termination without Cause or a voluntary termination for Good
Cause, the provisions of this Section 2(c) shall
apply:
(I) This Stock Option, if it
survives the Change of Control, including any stock option granted
in substitution for this Stock Option in connection with the Change
of Control, shall automatically vest and become
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exercisable immediately prior to such cessation
of Employment and will remain exercisable until (i) 5:00 P.M.
Eastern Time on the first anniversary of the date of such cessation
of Employment or (ii) the Final Exercise Date, if earlier, and
will thereupon terminate; provided that , in the event of
the Participant’s death during such extended exercise period
following a Change of Control, any portion of this Stock Option as
is held by the Participant immediately prior to the
Participant’s death will remain exercisable until
(i) 5:00 P.M. Eastern Time on the first anniversary of the
Participant’s death or (ii) the Final Exercise Date, if
earlier, and will thereupon terminate.
(II) Any and all performance or
other vesting conditions imposed pursuant to Section 7(a)(5)
of the Plan with res
