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This option becomes
exercisable 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 8(b)(ii) or (iii) 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 terminates. Should the exercisability of
this option accelerate as a result of the occurrence of a Change in
Control prior to the First Exercise Date, the right to exercise
this option shall be deferred as to the additional shares until the
First Exercise Date, provided and only if this option is
assumed by the surviving corporation or its parent or the
surviving corporation or its parent substitutes its own option for
this option.
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, “Put Date” shall mean the day
after the final day of the Put Period, as such term is defined in
the Restated Certificate of Incorporation of Theravance, Inc. or,
if earlier, the consummation of a Qualified Change in Control as
defined in the Restated Certificate of Incorporation of Theravance,
Inc.
For purposes of this
Agreement, “Service” means your service as an
Outside Director.
This option will in no
event become exercisable for additional shares after your Service
has terminated for any reason except as set forth above.
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