QuickLinks
-- Click here to rapidly navigate through this
document
Exhibit
10.36
THERAVANCE, INC.
2008 NEW EMPLOYEE EQUITY INCENTIVE PLAN
NOTICE OF STOCK OPTION GRANT
You have been
granted the following option to purchase shares of the Common Stock
of Theravance, Inc. (the "Company"):
| |
Name of
Optionee: |
|
«Name» |
|
ID Number: |
|
«ID» |
|
Total Number of Shares Granted: |
|
«Shares» |
|
Type of Option: |
|
Nonstatutory Stock Option |
|
Grant Number: |
|
«Number» |
|
Exercise Price Per Share: |
|
$«Price» |
|
Date of Grant: |
|
«DateGrant» |
|
Vesting Commencement Date: |
|
«VestDay» |
|
Vesting Schedule: |
|
This option becomes exercisable with respect to the first 25% of
the Shares subject to this option when you complete 12 months
of continuous Service from the Vesting Commencement Date and with
respect to an additional 2.0833% of the Shares subject to this
option when you complete each month of continuous Service
thereafter. |
|
Expiration Date: |
|
«ExpDate». This option expires earlier if your Service
terminates earlier, as described in the Stock Option
Agreement. |
You and the
Company agree that this option is granted under and governed by the
terms and conditions of the Stock Option Agreement, which is
attached to and made a part of this document, and the Company's
2008 New Employee Equity Incentive Plan (the "Plan").
You further
agree that the Company may deliver by email all documents relating
to the Plan or this option (including, without limitation,
prospectuses required by the Securities and Exchange Commission)
and all other documents that the Company is required to deliver to
its security holders (including, without limitation, annual reports
and proxy statements). You also agree that the Company may deliver
these documents by posting them on a web site maintained by the
Company or by a third party under contract with the Company. If the
Company posts these documents on a web site, it will notify you by
email.
THERAVANCE, INC.
2008 NEW EMPLOYEE EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
| Grant
of Option |
|
You have
been granted an option as of the Grant Date to purchase up to the
number of Shares of Company Common Stock specified in the Notice of
Stock Option Grant. |
Tax Treatment |
|
This option is a nonstatutory stock option. |
Vesting |
|
This option becomes exercisable in installments, as shown in the
Notice of Stock Option Grant. |
|
|
This option shall become exercisable in full if not assumed or a
new option substituted pursuant to Section 11.3 of the Plan.
In addition, this option becomes exercisable in full if the Company
is subject to a " Change in
Control " (as defined in the Plan) before
your Service (as defined in the Plan) terminates, and you are
subject to an Involuntary Termination (as defined below) within
three months prior or 24 months after the Change in
Control. |
|
|
For purposes of this Agreement, "Cause" shall mean (i) the
unauthorized use or disclosure of the confidential information or
trade secrets of the Company, which use causes material harm to the
Company, (ii) conviction of a felony under the laws of the
United States or any state thereof, (iii) gross negligence or
(iv) repeated failure to perform lawful assigned duties for
thirty days after receiving written notification from the Board of
Directors. |
|
|
For purposes of this Agreement, " Involuntary Termination " means
the termination of your Service by reason of: |
|
|
(a) |
|
an involuntary dismissal or discharge by the Company for reasons
other than for Cause; or |
|
|
(b) |
|
your voluntary resignation following (i) a change in your
position with the Company (or Parent or Subsidiary employing you)
which materially reduces your level of responsibility, (ii) a
reduction in your level of compensation (including base salary,
fringe benefits and participation in corporate-performance based
bonus or incentive programs) or (iii) a relocation of your
workplace more than fifty miles away from the workplace designated
by the Company on your initial date of service, provided and only
if such change, reduction or relocation is effected by the Company
without your consent. |
|
|
No additional shares will vest after your Service has terminated
for any reason, except to the extent set forth above if you are
subject to an Involuntary Termination within three months prior to
a Change in Control. |
Term |
|
This option expires in any event at the close of business at
Company headquarters on the day before the 10 th
anniversary of the Date of Grant, as shown in the Notice of
Stock Option Grant. (It will expire earlier if your Service
terminates, as described below.) You may exercise this option at
any time before its expiration under the preceding sentence, but
only to the extent that this option had become exercisable before
your Service terminated. |
Regular Termination |
|
If your Service terminates for any reason except death or total and
permanent disability, then thi |
|
