Exhibit 10.1
INSMED
INCORPORATED
INCENTIVE STOCK OPTION
AGREEMENT
No. of shares subject to Option:
THIS AGREEMENT dated this
day of
,
between INSMED INCORPORATED, a Virginia corporation (the
“Company”), and
(“Participant”), is made pursuant and subject to the
provisions of the Amended and Restated Insmed Incorporated 2000
Stock Incentive Plan (the “Plan”), a copy of which has
been made available to the Participant. All terms used herein that
are defined in the Plan have the same meaning given them in the
Plan.
1. Grant of Option .
Pursuant to the Plan, the Company, on
(the “Date of Grant”), granted to Participant, subject
to the terms and conditions of the Plan and subject further to the
terms and conditions herein set forth, the right and Option to
purchase from the Company all or any part of an aggregate of
shares of Common Stock at the Option price of $
per share, being not less than the Fair Market Value of such shares
on the Date of Grant. This Option is intended to be an
“incentive stock option” within the meaning of
Section 422 of the Code. In the event that any portion of this
Option does not qualify as an incentive stock option, the Company
will designate the stock that will be treated as acquired pursuant
to the exercise of an incentive stock option by issuing a separate
certificate (or certificates) for such stock, and identifying the
certificates as incentive stock option stock in its stock transfer
records. This Option is exercisable as hereinafter
provided.
2. Terms and
Conditions . This Option is subject to the following terms
and conditions:
(a) Expiration Date . This
Option shall expire six years from the Date of Grant (the
“Expiration Date”).
(b) Exercise of Option .
Except as provided in paragraphs 3, 4 and 5, this Option shall be
exercisable with respect to one-third of the shares of Common Stock
subject to this Option on the first anniversary of the Date of
Grant and with respect to an additional one-third of the shares
subject to this Option on each of the second through third
anniversaries of the Participant’s Date of Grant. Once this
Option has become exercisable in accordance with the preceding
sentence it shall continue to be exercisable until the termination
of Participant’s rights hereunder pursuant to paragraph 3, 4
or 5 or until the Option has expired pursuant to subparagraph 2(a).
A partial exercise of this Option shall not affect
Participant’s right to exercise this Option with respect to
the remaining shares, subject to the conditions of the Plan and
this Agreement.
(c) Method of Exercising Option
and Payment for Shares . This Option shall be exercised by
written notice delivered to the attention of the Company’s
Human Resources Manager at the Company’s principal office in
Glen Allen, Virginia (see attachment A – “Notice of
Option Exercise”). The exercise date shall be (i) in the
case of notice by mail, the date of postmark, or (ii) if
delivered in person, the date of delivery. Such notice shall be
accompanied by payment of the Option price in full, in cash or cash
equivalent acceptable to the Committee, or by the surrender of
shares of Common Stock with an aggregate Fair Market Value
(determined as of the day preceding the exercise date) which,
together with any cash or cash equivalent paid, is not less than
the Option price for the number of shares for which this Option is
being exercised.
(d) Nontransferability . This
Option may not be transferred except by will or by the laws of
descent and distribution. During Participant’s lifetime, this
Option may be exercised only by Participant.
3. Exercise in the Event of
Death . In the event Participant dies before the expiration
of this Option pursuant to subparagraph 2(a), this Option shall be
exercisable with respect to all or part of the shares of Common
Stock that Participant was entitled to purchase under subparagraph
2(b) on the date of Participant’s death. In that event, this
Option may be exercised, to the extent exercisable under
subparagraph 2(b), by Participant’s estate or by the person
or persons to whom his rights under this Option shall pass by will
or the laws of descent and distribution. Participant’s estate
or such persons may exercise this Option within one year of
Participant’s death or during the remainder of the period
preceding the Expiration Date, whichever is shorter.
4. Exercise in the Event of
Permanent and Total Disability . In the event Participant
becomes permanently and totally d
