IMPAX LABORATORIES, INC.
STOCK OPTION GRANT
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Exercise Price
Per Share:
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[ ] Incentive
Stock Option
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[ ] Nonstatutory
Stock Option
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1.
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Grant of Option
— Impax
Laboratories, Inc. (the “Company”), hereby grants to
Optionee named above (“Optionee”) and Optionee hereby
accepts a nontransferable option to purchase the total number of
shares of common stock of the Company set forth above (the
“Shares”) at the exercise price per share set forth
above (the “Exercise Price”), subject to all of the
terms and conditions of this Stock Option Grant (this
“Option”) and the Company’s 1999 Equity Incentive
Plan (the “Plan”). Optionee acknowledges receipt of a
copy of the Plan, which is attached hereto as
Exhibit A. Optionee represents that he or she is
familiar with the terms and conditions of the Plan and hereby
accepts this Option subject to all of the terms and conditions
hereof and thereof. Optionee hereby agrees to accept as binding,
conclusive, and final, all decisions and interpretations of the
Board, or Committee, if applicable, (hereinafter the
“Board”), as to any questions or disputes arising under
the Plan or this Option.
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If
designated as an Incentive Stock Option above, this Option is
intended to qualify as an “incentive stock option”
(“ISO”) within the meaning of Section 422 of the
Code. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to them in the
Plan.
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2.
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Right to Exercise
— During
Optionee’s continued service with the Company or any Parent
or Subsidiary of the Company (or, in the case of a Nonstatutory
Stock Option, an Affiliate of the Company), this Option shall
become exercisable over four years in 25% equal annual installments
from the date of the grant. Subject to earlier termination as
provided in Section 5 below, to the extent that this Option
has become exercisable with respect to the Shares covered thereby,
this Option may thereafter be exercised by Optionee, in whole or in
part, at any time or from time to time prior to the Expiration
Date.
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3.
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Restriction on
Exercise — This Option may not be
exercised unless such exercise is in compliance with the Securities
Act, the Exchange Act, regulations promulgated thereunder and all
applicable state securities laws as they are in effect on the date
of exercise, and the requirements of any stock exchange or national
market system on which the Company’s common stock may be
listed at the time of exercise. Optionee understands that the
Company is under no obligation to register, qualify or list the
Shares with the Securities and Exchange Commission
(“SEC”), any state securities commission, or any stock
exchange to effect such compliance.
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4.
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Termination of
Service — Except as provided below in
this Section, this Option shall terminate and may not be exercised
if Optionee’s continuous service with the Company or any
Parent or Subsidiary of the Company or, in the case of a
Nonstatutory Stock Option, an Affiliate of the Company (hereinafter
“Continuous Service”) is terminated for any reason
whatsoever. The Board shall have discretion to determine whether
Optionee’s Continuous Service with the Company or any Parent,
Subsidiary of Affiliate of the Company has terminated and the
effective date on which such termination occurred (the
“Termination Date”).
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4.1.
Death/Disability — If Optionee’s Continuous
Service is terminated due to Death or Disability, that portion of
this Option which is exercisable on the Termination Date shall
remain exercisable until the earlier of the Expiration Date or the
first anniversary of the Termination Date and, to the extent not
exercised during such period, shall thereupon terminate.
4.2. Other
Termination — If Optionee’s Continuous Service
terminates for any reason other than Death, Disability, or Cause,
that portion of this Option which is exercisable on the Termination
Date shall remain exercisable until the earlier of the Expiration
Date or the end of the
( ) day period
commencing on the Termination Date and, to the extent not exercised
during such period, shall thereupon terminate.
4.3. Cause
— Notwithstanding anything herein to the contrary, if
Optionee’s Continuous Service is terminated for Cause (or at
a time when grounds for a terminati
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