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Exhibit 10.4
Arno Therapeutics, Inc.
[FORM OF][Incentive Stock] option Agreement
This
Incentive
Stock Option Agreement is
made and entered into as of the __ day of
_____________________, 200__ , between _____________________
(“
Employee ”)
and Arno Therapeutics, Inc., a Delaware corporation (the
“
Company ”).
Background
A.
Employee
has either been hired to serve as an employee to the Company
or the Company desires to induce Employee to continue to serve
the Company as an employee.
B.
The
Company has adopted the 2005 Stock Option Plan (the
“
Plan ”)
pursuant to which shares of common stock of the Company have been
reserved for issuance under the Plan.
Now,
Therefore, the
parties hereto agree as follows:
1.
Incorporation by Reference .
The terms and conditions of the Plan, a copy of which has been
delivered to Employee, are hereby incorporated herein and made a
part hereof by reference as if set forth in full. In the event of
any conflict or inconsistency between the provisions of this
Agreement and those of the Plan, the provisions of the Plan shall
govern and control.
2.
Grant of Option; Purchase Price .
Subject to the terms and conditions herein set forth, the Company
hereby irrevocably grants from the Plan to Employee the right and
option, hereinafter called the “
Option ,”
to purchase all or any part of an aggregate of the number of shares
of common stock, $.01 par value, of the Company (the “
Shares ”)
set forth at the end of this Agreement after “Number of
Shares:” at the price per Share set forth at the end of this
Agreement after “Purchase Price:”
3.
Exercise and Vesting of Option .
The Option shall be exercisable only to the extent that all, or any
portion thereof, has vested in the Employee. Except as provided
herein in paragraph 4, the Options shall vest in Employee in _____
cumulative installments of ________________ percent (______%) of
the total grant beginning on the first anniversary of the date of
this Agreement, with an additional ________________ percent
(______%) of the total grant becoming exercisable on each of the
next _____________ (______) successive anniversaries of such date,
so long as Employee remains an employee of the Company (each such
date is hereinafter referred to singularly as a “
Vesting Date ”
and collectively as “
Vesting Dates ”).
4.
Termination of Employment .
In the event that the Employee ceases to be employed by the
Company, for any reason or no reason, with or without cause, prior
to any Vesting Date, that part of the Option scheduled to vest on
such Vesting Date, and all parts of the Option scheduled to vest in
the future, shall not vest and all of Employee's rights to and
under such non-vested parts of the Option shall
terminate.
5.
Term of Option .
To the extent vested, and except as otherwise provided in this
Agreement, the Option shall be exercisable for ten (10) years from
the date of this Agreement;
provided, however ,
that in the event Employee ceases to be employed by the Company,
for any reason or no reason, with or without cause, Employee or
his/her legal representative shall have ninety (90) days from the
date of such termination of his/her position as an employee to
exercise any
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[FORM OF][Incentive Stock] option Agreement | Document Parties: ARNO THERAPEUTICS, INC](/images/dev/header/icon-document.gif){kind=icon}
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[FORM OF][Incentive Stock] option Agreement, Parties: arno therapeutics inc](/images/banner-right-doc-view.gif)
