Exhibit 10.9
Option No.:
ARCA BIOPHARMA,
INC.
2004 STOCK INCENTIVE
PLAN
INCENTIVE STOCK OPTION
AGREEMENT
ARCA biopharma, Inc., a Delaware
corporation (the “ Company ”), hereby grants an
option (the “Option”) to purchase shares of its common
stock, $0.001 par value, (the “ Stock ”) to the
optionee named below. The terms and conditions of the Option are
set forth in this Incentive Stock Option Agreement, consisting of
this cover sheet and the attached terms (the “Option
Agreement”) and in the Company’s 2004 Stock Incentive
Plan (the “ Plan ”). Capitalized terms not
defined in the Option Agreement are as defined in the
Plan.
Grant Date:
, 200
Name of Optionee:
Optionee’s Social Security
Number:
-
-
Number of Shares Covered by Option:
Option Price per Share: $
. (At
least 100% of Fair Market Value)
Vesting Start Date:
,
By signing this cover sheet,
you agree to all of the terms and conditions described in the
Option Agreement (including the attached terms) and in the Plan, a
copy of which is also attached. You acknowledge that you have
carefully reviewed the Plan, and agree that the Plan will control
in the event any provision of this Option Agreement should appear
to be inconsistent.
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Optionee:
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(Signature)
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Company:
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By:
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(Signature)
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Title:
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Attachment
This is not a stock certificate
or a negotiable instrument
ARCA BIOPHARMA,
INC.
2004 STOCK INCENTIVE
PLAN
INCENTIVE STOCK OPTION
AGREEMENT
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Incentive
Stock Option
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This Option
applies to the number of shares of Stock set forth on the cover
sheet of this Option Agreement (the “ Option Shares
”). This Option is intended to be an incentive stock option
under Section 422 of the Internal Revenue Code and will be
interpreted accordingly. If you cease to be an employee of the
Company, its parent or a subsidiary (“ Employee
”) but continue to provide Service, this Option will be
deemed a nonstatutory stock option ninety (90) days after you cease
to be an Employee. In addition, to the extent that all or part of
this Option exceeds the $100,000 rule of section 422(d) of the
Internal Revenue Code, this Option or the lesser excess part will
be deemed to be a nonstatutory stock option.
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Vesting
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This Option is only exercisable before it
expires and then only with respect to the vested portion of the
Option. Subject to the preceding sentence, you may exercise this
Option, in whole or in part, to purchase a whole number of vested
shares not less than one hundred (100) shares (unless the total
number of vested shares under the Option is less than 100 shares,
in which case you may purchase such total) by following the
procedures set forth in the Plan and below in this Option
Agreement.
Your right to purchase the Option Shares vests
as follows: twenty-five percent (25%) vests one year after Vesting
Start Date and 6.25% vests at the end of each three (3) month
period thereafter. The resulting aggregate number of vested shares
will be rounded to the nearest whole number, and you cannot vest in
more than the number of Option Shares.
No additional Option Shares will
vest after your Service has terminated for any reason. As described
below, in certain cases this Option will expire after your Service,
and the vesting of this Option has already terminated.
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Term
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This Option
will expire in any event at the close of business at Company
headquarters on the day before the tenth (10
th ) anniversary of the Grant Date, as shown on the
cover sheet. This Option will expire earlier if your Service
terminates, as described below.
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Regular
Termination
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If your Service
terminates for any reason, other than death, Disability or Cause,
then this Option will expire at the close of business at Company
headquarters on the ninetieth (90 th )
day after your termination date.
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Termination
for Cause
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If your Service
is terminated for Cause, then you shall immediately forfeit all
rights to this Option and the Option, including any vested portion,
shall immediately expire.
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Death
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If your Service
terminates because of your death, then this Option will expire at
the close of business at Company headquarters on the date twelve
(12) months after the date of death. During that twelve (12) month
period, your estate or
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1
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heirs may exercise the vested portion of this
Option.
In addition, if you die during the
ninety (90) day period described in connection with a regular
termination (i.e., a termination of your Service not on account of
your death, Disability or Cause), and a vested portion of this
Option has not yet been exercised, then this Option will instead
expire on the date twelve (12) months after your termination date.
In such a case, during the period following your death up to the
date twelve (12) months after your termination date, your estate or
heirs may exercise the vested portion of this Option.
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Disability
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If your Service
terminates because of your Disability, then this Option will expire
at the close of business at Company headquarters on the date twelve
(12) months after your termination date.
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Leaves of
Absence
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For purposes of this Option, your Service does
not terminate when you go on a bona fide employee leave of
absence that was approved by the Company in writing, if the terms
of the leave provide for continued Service crediting, or when
continued Service crediting is required by applicable law. However,
your Service will be treated as terminating ninety (90) days after
you went on employee leave, unless your right to return to active
work is guaranteed by law or by a contract. Your Service terminates
in any event when the approved leave ends unless you immediately
return to active employee work.
The Company determines, in its sole
discretion, which leaves count for this purpose, and when your
Service terminates for all purposes under the Plan.
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Notice of
Exercise
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When you wish to exercise this Option, you must
notify the Company by filing the proper “Notice of
Exercise” form at the address given on the form. Your notice
must specify how many shares you wish to purchase (in a parcel of
at least one hundred (100) shares generally). Your notice must also
specify how your shares of Stock should be registered (in your name
only or in your and your spouse’s names as joint tenants with
right of survivorship). The notice will be effective when it is
received by the Company.
If someone else wants to exercise
this Option after your death, that person must prove to the
Company’s satisfaction that he or she is entitled to do
so.
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Form of
Payment
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When you submit your notice of exercise, you
must include payment of the option price for the shares you are
purchasing. Payment may be made in one (or a combination) of the
following forms:
• Cash, your
personal check, a cashier’s check, a money order or another
cash equivalent acceptable to the Company.
• Shares of
Stock which have already been owned by you for more than six (6)
months and that are owned free of any liens, claims, encumbrances
or securities interests and which are surrendered to the Company;
provided, that such tender would not violate the provisions
of any law, regulation or agreement restricting the redemption of
the Company’s stock. The value of the shares, as determined
in good faith by the Company’s Board of Directors as of the
effective date of the Option exercise, will be applied to the
option
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2
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price.
• To the
extent a public market for the Stock exists as determined by the
Company, by delivery (on a form prescribed by the Company) of an
irrevocable direction to a licensed securities broker acceptable to
the Company to sell Sto
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