Exhibit 10.2
Nonstatutory Stock Option Agreement
for Non-Employee Directors
Granted Under 2006 Stock Incentive Plan
Grant of
Option .
This
agreement evidences the grant by Sucampo Pharmaceuticals, Inc., a
Delaware corporation (the “Company”), on __________,
200__ (the “Grant Date”) to ___________, a director 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 2006 Stock Incentive Plan (the
“Plan”), a total of ________ shares (the
“Shares”) of Class A common stock, $0.01 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 tenth anniversary of the
Grant Date (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.
Vesting Schedule .
This
option will become exercisable (“vest”) [initial
grants : as to one twelfth (1/12) of the Shares
(rounded up the nearest whole number of Shares) at the end of every
three-month period following the Grant Date, becoming fully vested
on the third anniversary of the Grant Date] [ annual grants:
as to one twelfth (1/12) of the Shares (rounded up the nearest
whole number of Shares) at the end of every one-month period
following the Grant Date, becoming fully vested on the first
anniversary of the Grant Date]. Notwithstanding the
foregoing, this option shall vest in full immediately prior to the
occurrence of a Change of Control Event (as defined in Section 8)
with respect to the Company.
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.
Exercise of Option .
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.
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, a director of the Company or any parent or
subsidiary of the Company as defined in Section 424(e) or (f) of
the Code (an “Eligible Participant”).
Termination of Relationship with the
Company . If the
Participant ceases to be an Eligible Participant for any reason,
then the right to exercise this option shall terminate one year
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 date of such cessation.
Agreement in Connection with Public
Offering .
The
Participant agrees, in connection with any underwritten public
offering of the Company’s securities pursuant to a
registration statement under the Securities Act, (i) not to sell,
make short sale of, loan, grant any options for the purchase of, or
otherwise dispose of any shares of Common Stock held by the
Participant (other than those shares included in the offering)
without the prior written consent of the Company or the
underwriters managing such initial underwritten public offering of
the Company’s securities for a period of 90 days from the
effective date of such registration statement, and (ii) to execute
any agreement reflecting clause (i) above as may be requested by
the Company or the managing underwriters at the time of such
offering.
Withholding .
No Shares will be issued pursuant to the exercise
of this option unless and until the Participant pays to the
Company, or makes provision satisfactory to the Company for payment
of, any federal, state or local withholding taxes required by law
to be withheld in respect of this option.
Nontransferability of Option
.
This
option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation
of law, except by will or the laws of descent and distribution,
and, during the lifetime of the Participant, this option shall be
exercisable only by the Participant.
Provisions of the Plan
.
This
option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with
