Exhibit 10.5
PAIN THERAPEUTICS,
INC.
2008 EQUITY INCENTIVE
PLAN
STOCK OPTION AWARD
AGREEMENT
Unless otherwise defined herein, the
terms defined in the Pain Therapeutics, Inc. 2008 Equity Incentive
Plan (the “Plan”) will have the same defined meanings
in this Stock Option Award Agreement (the “Award
Agreement”).
NOTICE OF STOCK OPTION
GRANT
Participant Name:
Address:
You have been granted an Option to
purchase Common Stock of Pain Therapeutics, Inc. (the
“Company”), subject to the terms and conditions of the
Plan and this Award Agreement, as follows:
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Grant
Number
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____________________________________
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Date of
Grant
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____________________________________
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Vesting
Commencement Date
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____________________________________
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Exercise Price
per Share
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$___________________________________
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Total Number of
Shares Granted
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____________________________________
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Total Exercise
Price
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$___________________________________
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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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_____________________________________
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Vesting Schedule:
Subject to any acceleration
provisions contained in the Plan or set forth below, this Option
may be exercised, in whole or in part, in accordance with the
following schedule:
[INSERT VESTING
SCHEDULE]
Termination
Period:
This Option will be exercisable for
x months after Participant ceases to be a Service Provider, unless
such termination is due to Participant’s death or Disability,
in which case this Option will be exercisable for x months after
Participant ceases to be Service Provider. Notwithstanding the
foregoing, in no event may this Option be exercised after the
Term/Expiration Date as provided above and may be subject to
earlier termination as provided in Section 15(c) of the
Plan.
By Participant’s signature and
the signature of the Company’s representative below,
Participant and the Company agree that this Option is granted under
and governed by the terms and conditions of the Plan and this Award
Agreement, including the Terms and Conditions of Stock Option
Grant, attached hereto as Exhibit A , all of which are made
a part of this document. Participant has reviewed the Plan and this
Award Agreement in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Award Agreement and
fully understands all provisions of the Plan and Award Agreement.
Participant hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Administrator upon
any questions relating to the Plan and Award Agreement. Participant
further agrees to notify the Company upon any change in the
residence address indicated below.
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PARTICIPANT:
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PAIN
THERAPEUTICS, INC.
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Signature
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By
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Print
Name
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Title
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EXHIBIT A
TERMS AND CONDITIONS OF STOCK
OPTION GRANT
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1.
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Grant of
Option. The Company hereby grants to the Participant named in the
Notice of Grant attached as Part I of this Award Agreement (the
“Participant”) an option (the “Option”) to
purchase the number of Shares, as 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 all of the terms and
conditions in this Award Agreement and the Plan, which is
incorporated herein by reference. Subject to Section 20(c) of
the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Award
Agreement, the terms and conditions of the Plan will
prevail.
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If designated in the Notice of Grant
as an Incentive Stock Option (“ISO”), this Option is
intended to qualify as an ISO under Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”).
However, if this Option is intended to be an ISO, to the extent
that it exceeds the $100,000 rule of Code Section 422(d) it
will be treated as a Nonstatutory Stock Option
(“NSO”).
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2.
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Vesting
Schedule. Except as provided in Section 3, the Option awarded
by this Award Agreement will vest in accordance with the vesting
provisions set forth in the Notice of Grant. Shares scheduled to
vest on a certain date or upon the occurrence of a certain
condition will not vest in Participant in accordance with any of
the provisions of this Award Agreement, unless Participant will
have been continuously a Service Provider from the Date of Grant
until the date such vesting occurs.
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3.
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Administrator
Discretion. The Administrator, in its discretion, may accelerate
the vesting of the balance, or some lesser portion of the balance,
of the unvested Option at any time, subject to the terms of the
Plan. If so accelerated, such Option will be considered as having
vested as of the date specified by the Administrator.
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(a) Right to Exercise . This
Option may be exercised only within the term set out in the Notice
of Grant, and may be exercised during such term only in accordance
with the Plan and the terms of this Award Agreement.
(b) Method of Exercise . This
Option is exercisable by delivery of an exercise notice, in the
form attached as Exhibit B (the “Exercise
Notice”) or in a manner and pursuant to such procedures as
the Administrator may determine, which will state the election to
exercise the Option, the number of Shares in respect of which the
Option is being exercised (the “Exercised Shares”), and
such other representations and agreements as may be required by the
Company pursuant to the provisions of the Plan. The Exercise Notice
will be completed by Participant and delivered to the Company. The
Exercise Notice will be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares together with any
applicable tax withholding. This Option will be deemed to be
exercised upon receipt by the Company of such fully executed
Exercise Notice accompanied by such aggregate Exercise
Price.
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5.
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Method of
Payment. Payment of the aggregate Exercise Price will be by any of
the following, or a combination thereof, at the election of
Participant.
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(a) cash;
(b) check;
(c) consideration received by the
Company under a formal cashless exercise program adopted by the
Company in connection with the Plan; or
(d) surrender of other Shares which
have a Fair Market Value on the date of surrender equal to the
aggregate Exercise Price of the Exercised Shares, provided that
accepting such Shares, in the sole discretion of the Administrator,
will not result in any adverse accounting consequences to the
Company.
(a) Withholding Taxes .
Notwithstanding any contrary provision of this Award Agreement, no
certificate representing the Shares will be issued to Participant,
unless and until satisfactory arrangements (as determined by the
Administrator) will have been made by Participant with respect to
the payment of income, employment and other taxes which the Company
determines must be withheld with respect to such Shares. To the
extent determined appropriate by the Company in its discretion, it
will have the right (but not the obligation) to satisfy any tax
withholding obligations by reducing the number of Shares otherwise
deliverable to Participant. If Participant fails to make
satisfactory arrangements for the payment of any required tax
withholding obligations hereunder at the time of the Option
exercise, Participant acknowledges and agrees that the Company may
refuse to honor the exercise and refuse to deliver Shares if such
withholding amounts are not delivered at the time of
exercise.
(b) Notice of Disqualifying
Disposition of ISO Shares . If the Option granted to
Participant herein is an ISO, and if Participant sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or
before the later of (i) the date two (2) y
