Exhibit 10.2
Option
No.
SONUS
PHARMACEUTICALS, INC.
STOCK OPTION
AGREEMENT
Type of Option (check
one): o
Incentive
o
Nonqualified
This Stock Option Agreement (the
“Agreement”) is entered into as of
,
20 , by and between SONUS
Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), and
(the “Optionee”) pursuant to the Company’s 2007
Performance Incentive Plan, as amended (the “Plan”).
Any capitalized term not defined herein shall have the same meaning
ascribed to it in the Plan.
1.
Grant of Option . The Company hereby grants to Optionee
an option (the “Option”) to purchase all or any portion
of a total of
( )
shares (the “Shares”) of the Common Stock of the
Company at a purchase price of
($ )
per share (the “Exercise Price”), subject to the terms
and conditions set forth herein and the provisions of the Plan. If
the box marked “Incentive” above is checked, then this
Option is intended to qualify as an “incentive stock
option” as defined in Section 422 of the Internal
Revenue Code of l986, as amended (the “Code”). If this
Option fails in whole or in part to qualify as an incentive stock
option, or if the box marked “Nonqualified” is checked,
then this Option shall to that extent constitute a nonqualified
stock option.
2.
Vesting of Option . The right to exercise this Option
shall vest in installments, and this Option shall be exercisable
from time to time in whole or in part as to any vested installment,
as follows:
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Upon
the date set forth below:
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This
Option shall be Exercisable as to:
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Shares
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Shares
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Shares
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No
additional Shares shall vest after the date of termination of
Optionee’s “Continuous Service” (as defined
below), but this Option shall continue to be exercisable in
accordance with Section 3 hereof with respect to that number
of shares that have vested as of the date of termination of
Optionee’s Continuous Service.
As
used herein, the term “Continuous Service” means
(i) employment by either the Company or any parent or
subsidiary corporation of the Company, or by a corporation or a
parent or subsidiary of a corporation issuing or assuming a stock
option in a transaction to which Section 424(a) of the Code
applies, which is uninterrupted except for vacations, illness
(except for permanent disability, as defined in
Section 22(e)(3) of the Code), or leaves of absence which are
approved in writing by the Company or any of such other employer
corporations, if applicable, (ii) service as a member of the
Board of Directors of the Company until Optionee resigns, is
removed from office, or Optionee’s
term of office expires and he or she is not
reelected, or (iii) so long as Optionee is engaged as a
Service Provider to the Company or other corporation referred to in
clause (i) above.
3.
Term of Option . The right of the Optionee to exercise
this Option shall terminate upon the first to occur of the
following:
(a)
the expiration of ten (10) years from the date of this
Agreement;
(b)
the expiration of three (3) months from the date of termination of
Optionee’s Continuous Service if such termination occurs for
any reason other than permanent disability, death or voluntary
resignation; provided, however, that if Optionee dies during such
three-month period the provisions of Section 3(e) below shall
apply;
(c)
the expiration of one (1) month from the date of termination of
Optionee’s Continuous Service if such termination occurs due
to voluntary resignation; provided, however, that if Optionee dies
during such one-month period the provisions of Section 3(e) below
shall apply;
(d)
the expiration of one (1) year from the date of termination of
Optionee’s Continuous Service if such termination is due to
permanent disability of the Optionee (as defined in Section
22(e)(3) of the Code);
(e)
the expiration of one (1) year from the date of termination of
Optionee’s Continuous Service if such termination is due to
Optionee’s death or if death occurs during either the
three-month or one-month period following termination of
Optionee’s Continuous Service pursuant to Section 3(b) or
3(c) above, as the case may be; or
(f)
upon the consummation of a “Change in Control” (as
defined in Section 2.4 of the Plan).
4.
Exercise of Option . On or after the vesting of any
portion of this Option in accordance with Sections 2 or 8 hereof,
and until termination of the right to exercise this Option in
accordance with Section 3 above, the portion of this Option
which has vested may be exercised in whole or in part by the
Optionee (or, after his or her death, by the person designated in
Section 5 below) upon delivery of the following to the Company
at its principal executive offices:
(a)
a written notice of exercise which identifies this Agreement and
states the number of Shares then being purchased (but no fractional
Shares may be purchased);
(b)
a check or cash in the amount of the Exercise Price (or payment of
the Exercise Price in such other form of lawful consideration as
the Administrator may approve from time to time under the
provisions of Section 5.4 of the Plan);
(c)
a check or cash in the amount reasonably requested by the Company
to satisfy the Company’s withholding obligations under
federal, state or other applicable tax laws with respect to the
taxable income, if any, recognized by the Optionee in connection
with the exercise of this Option (unless the Company and Optionee
shall have made other arrangements for deductions or withholding
from Optionee’s wages, bonus or other compensation payable to
Optionee, or by the withholding of Shares issuable upon exercise of
this Option or the delivery of
2
Shares owned by the Optionee in accordance with
Section 11.1 of the Plan, provided such arrangements satisfy
the requirements of applicable tax laws); and
(d)
a letter, if requested by the Company, in such form and substance
as the Company may require, setting forth the investment intent of
the Optionee, or person designated in Section 5 below, as the
case may be.
5.
D
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