CORNERSTONE THERAPEUTICS
INC.
Nonstatutory Stock Option
Agreement
Granted Under 2004 Stock Incentive Plan
This agreement
evidences the grant by Cornerstone Therapeutics Inc. a Delaware
corporation (the “Company”), on
, 200[ ] (the “Grant Date”) to [
], an [[employee] [consultant]] of the Company (the
“Participant”), of an option to purchase, in whole or
in part, on the terms provided herein and in the Company’s
2004 Stock Incentive Plan, as amended (the “Plan”), a
total of [
] shares (the “Shares”) of common stock, $0.001 par
value per share, of the Company (“Common Stock”) at $[
] per Share. Unless earlier terminated, this option shall expire at
5:00 p.m., Eastern time, on [
] (the “Final Exercise Date”).
It is intended
that the option evidenced by this agreement shall not be an
incentive stock option as defined in Section 422 of the
Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder (the “Code”). Except as
otherwise indicated by the context, the term
“Participant”, as used in this option, shall be deemed
to include any person who acquires the right to exercise this
option validly under its terms.
(a) This
option will become exercisable (“vest”) as to [25]% of
the original number of Shares on [the [first] anniversary of the
Grant Date] 1 and
as to an additional [ 2.09] % of the original number of
Shares at the end of each successive [one-month] period following
[the first anniversary of the Grant Date] 2 until [the [fourth] anniversary of the Grant
Date] 3
.
The right of
exercise shall be cumulative so that to the extent the option is
not exercised in any period to the maximum extent permissible it
shall continue to be exercisable, in whole or in part, with respect
to all Shares for which it is vested until the earlier of the Final
Exercise Date or the termination of this option under
Section 3 hereof or the Plan.
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1
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If the
Participant is a new employee, the vesting schedule will relate to
the date of hire of the employee and not to the actual Grant Date.
Accordingly, replace the bracketed language with the date that is
[one] year from the date of hire.
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2
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If the
Participant is a new employee, replace the bracketed language with
the date that is [one] year from the date of hire.
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3
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If the
Participant is a new employee, replace the bracketed language with
the date that is [four] years from the date of hire.
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1 of 6
(a) Form
of Exercise . Each election to exercise this option shall be in
writing, signed by the Participant, and received by the Company at
its principal office, accompanied by this agreement, and payment in
full in the manner provided in the Plan. The Participant may
purchase less than the number of shares covered hereby, provided
that no partial exercise of this option may be for any fractional
share or for fewer than ten whole shares.
(b)
Continuous Relationship with the Company Required . Except
as otherwise provided in this Section 3, this option may not
be exercised unless the Participant, at the time he or she
exercises this option, is, and has been at all times since the
Grant Date, an employee or officer of, or consultant or advisor to,
the Company or any other entity the employees, officers, directors,
consultants, or advisors of which are eligible to receive option
grants under the Plan (an “Eligible
Participant”).
(c)
Termination of Relationship with the Company . If the
Participant ceases to be an Eligible Participant for any reason,
then, except as provided in paragraphs (d) and (e) below,
the right to exercise this option shall terminate three months
after such cessation (but in no event after the Final Exercise
Date), provided that this option shall be exercisable
only to the extent that the Participant was entitled to exercise
this option on the dat
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