EXHIBIT 10.6
INSPIRE PHARMACEUTICALS,
INC.
1995 STOCK PLAN
NONQUALIFIED STOCK
OPTION
Inspire Pharmaceuticals, Inc. (the
“Company”) has granted to you a Nonqualified Stock
Option (the “Option”) under the Inspire
Pharmaceuticals, Inc. 1995 Stock Plan, as amended (the
“Plan”). The terms of the Option are set forth in the
Nonqualified Stock Option Grant Agreement provided to you (the
“Agreement”). The following provides a summary of the
key terms of the Option; however, you should read the entire
Agreement, along with the terms of the Plan, to fully understand
the Option.
SUMMARY OF NONQUALIFIED OPTION
GRANT
|
|
|
|
|
|
|
Option Number:
|
|
|
|
|
|
|
|
|
|
Grantee:
|
|
|
|
|
|
|
|
|
|
Date of Grant:
|
|
|
|
|
|
|
|
|
|
Vesting Schedule:
|
|
|
|
|
|
|
|
|
|
Exercise Price Per Share:
|
|
|
|
|
|
|
|
|
|
Total Number of Options Granted:
|
|
|
|
|
|
|
|
|
|
Term/Expiration Date:
|
|
|
|
|
INSPIRE PHARMACEUTICALS,
INC.
1995 STOCK PLAN
NONQUALIFIED STOCK OPTION
GRANT AGREEMENT
This NONQUALIFIED STOCK OPTION
GRANT AGREEMENT (the “Agreement”), dated as of (the
“Date of Grant”), is delivered by Inspire
Pharmaceuticals, Inc. (the “Company”) to (the
“Grantee”).
RECITALS
A. The Inspire Pharmaceuticals, Inc.
1995 Stock Plan, as amended (the “Plan”) provides for
the grant of options to purchase shares of common stock of the
Company. The Company has decided to make a stock option grant as an
inducement for the Grantee to promote the best interests of the
Company and its stockholders.
B. The Board of Directors of the
Company (the “Board”) has delegated its authority to
administer the Plan to the Compensation Committee (the
“Committee”).
NOW, THEREFORE
, the parties to this Agreement,
intending to be legally bound hereby, agree as follows:
1. Grant of Option .
Subject to the terms and conditions set forth in this Agreement and
in the Plan, the Company hereby grants to the Grantee a
Nonqualified Stock Option (the “Option”) to purchase
shares of common stock of the Company (“Shares”) at an
exercise price of per Share (the “Exercise Price”). The
Option shall become exercisable according to Paragraph 2
below.
2. Exercisability of
Option . The Option shall become exercisable in the manner
provided below, if the Grantee is employed by, or providing service
to, the Employer (as defined below) on the applicable date. For
this purpose, the term “Shares” refers to the number of
shares underlying that portion of the Option that vests in the
manner described under Vest Type and Full Vest Date. The term
“Vest Type” describes how the Option covering those
shares will vest before the Full Vest Date. For example, if Vest
Type is “monthly”, that Option will vest with respect
to those shares on a pro rata basis on each monthly anniversary of
the Grantee’s date of hire. The term “Full Vest
Date” is the date on which that portion of the Option
covering all of the corresponding shares set forth in the
“Shares” column will be fully vested.
|
|
|
|
|
|
|
Shares
|
|
Vest Type
|
|
Full Vest
Date
|
The number of Shares noted on the
first line will fully vest on the corresponding “Full Vest
Date.” The number of Shares noted in each subsequent line
will vest in equal monthly installments, beginning one month after
the Full Vest Date shown in the previous line and ending on the
Full Vest Date shown in the corresponding line.
- 1 -
The exercisability of the Option is cumulative,
but shall not exceed one hundred percent (100%) of the Shares
subject to the Option. If the foregoing schedule would produce
fractional Shares, the number of Shares for which the Option
becomes exercisable shall be rounded down to the nearest whole
Share. If the Grantee dies while employed by, or providing service
to, the Employer, all of the unexercised outstanding Shares of the
Option shall become immediately exercisable.
3. Term of Option
.
(a) The Option shall have a term of
five (5) years from the Date of Grant and shall terminate at
the expiration of that period, unless it is terminated at an
earlier date pursuant to the provisions of this Agreement or the
Plan.
(b) Unless otherwise determined by
the Committee (as provided in Sections 6(b) and (c) of the
Plan), the Option shall automatically terminate upon the happening
of the first of the following events:
(i) The expiration of the ninety
(90) day period after the Grantee ceases to be employed by, or
provide service to, the Employer (as defined below), if the
termination is for any reason other than Disability (as defined
below), death or Misconduct (as defined below).
(ii) The expiration of the one
(1) year period after the Grantee ceases to be employed by, or
provide service to, the Employer on account of the Grantee’s
Disability.
(iii) The expiration of the one
(1) year period after the Grantee ceases to be employed by, or
provide service to, the Employer, if the Grantee dies
(x) while employed by, or providing service to, the Employer
or (y) within ninety (90) days after the Grantee ceases
to be so employed or provide such services on account of a
termination described in subparagraph (i) above.
(iv) The expiration
of the thirty (30) day period after the date on which the
Grantee ceases to be employed by, or provide service to, the
Employer on account of a termination by the Employer for
Misconduct. In addition, notwithstanding the prior provisions of
this Paragraph 3, if the Employer determines that the Grantee has
engaged in conduct that constitutes Misconduct at any time while
the Grantee is employed by, or providing service to, the Employer
or after the Grantee’s termination of employment or service,
the Option shall terminate as of the thirtieth (30
th
) day after
the date on which such Misconduct first occurred.
(v) For purposes of this
Agreement:
(1) The term “Employer”
shall mean the Company and its parent and subsidiary corporations
or other entities, as determined by the Committee.
(2) “Employed by, or provide
service to, the Employer” shall mean employment or service as
an Employee, Key Advisor (as defined below) or member of the Board
of Directors (so that, for purposes of exercising Options, a
Grantee shall not be considered to
- 2 -
have terminated employment or service until the
Grantee ceases to be an Employee, Key Advisor or member of the
Board of Directors). “Key Advisor” means consultants
and advisors who perform services for the Company or any of its
parents or subsidiaries.
(3) “Disability” shall
mean a Grantee’s becoming disabled within the meaning of the
Employer’s long-term disability plan applicable to the
Grantee, as determined in the sole discretion of the
Committee.
(4) “Misconduct” means
(i) willful and continued failure by the Grantee to
substantially perform the Grantee’s duties with the Employer
(other than any such failure resulting from the Grantee’s
incapacity due to physical or mental illness) or (ii) the
willful engaging by the Grantee in conduct which is demonstrably
injurious to the Employer, monetarily or otherwise. For purposes of
this definition, no act, or failure to act, on the Grantee’s
part shall be deemed “willful” unless done, or omitted
to be done, by the Grantee not in good faith or without reasonable
belief that the Grantee’s act, or failure to act, was in the
best interest of the Employer.
Notwithstanding the
foregoing, in no event may the Option be exercised after the date
that is immediately before the fifth (5 th
) anniversary
of the Date of Grant. Any portion of the Option that is not
exercisable at the time the Grantee ceases to be employed by, or
provide service to, the Employer shall immediately
terminate.
4. Exercise Procedures
.
(a) Subject to the provisions of
Paragraphs 2 and 3 above, the Grantee may exercise part or all of
the exercisable Option by giving the Company written notice of
intent to exercise in the manner provided in this Agreement,
specifying the number of Shares as to which the Option is to be
exercised. At such time as the Committee shall determine, the
Grantee shall pay the Exercise Price (i) in cash, (ii) by
payment through a broker in accordance with procedures permitted by
Regulation T of the Federal Reserve Board or (iii) by such
other method as the Company may approve. The Company may impose
from time to time such limitations as it deems appropriate on the
use of Shares of the Company to exercise the Option.
(b) The obligation of the Company to
deliver Shares upon exercise of the Option shall be subject to all
applicable laws, rules, and regu