Exhibit 10.6
PONIARD PHARMACEUTICALS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE RESTATED 2004 INCENTIVE COMPENSATION PLAN
(Nonemployee Directors)
THIS AGREEMENT is made
between Poniard Pharmaceuticals, Inc. (“Poniard”) and
«Name» .
Capitalized terms not explicitly defined in this Agreement but
defined in the Poniard Pharmaceuticals, Inc. 2004 Incentive
Compensation Plan (the “Plan”) shall have the same
definitions as in the Plan.
Grant Date .
The effective date of this Agreement is «Date»
(the “Grant Date”).
Grant . The
Board of Directors hereby grants to you an Option to purchase
«Shares» shares (the “Shares”)
of Poniard Common Stock at the Option price of $
«Price» per share (the
“Option”). The Option is granted pursuant to the
Stock Option Grant Program for Nonemployee Directors (the
“Program”) under the Plan and is subject to the terms
and conditions of the Program and the Plan.
Nonqualified Stock
Option . This Option is granted as a nonqualified stock
option, which is not intended to qualify as an “incentive
stock option” as that term is used under Section 422 of
the Internal Revenue Code of 1986, as amended.
Term . The
term of the Option is ten years from the Grant Date, unless sooner
terminated.
Exercise .
During your lifetime only you or a permitted transferee or assignee
can exercise the Option. The Plan permits exercise of the
Option by the personal representative of your estate or the
beneficiary thereof following your death.
Termination of
Option . The unvested portion of the Option will
terminate automatically and without further notice immediately upon
termination of your service as a member of the Board of Directors
of Poniard (a “Director”) for any reason. The
vested portion of the Option will remain exercisable for five years
after the date you cease to be a Director or until the date the
Optio
