EXHIBIT 10.6.8
PAR PHARMACEUTICAL COMPANIES,
INC.
TERMS OF STOCK
OPTION
(Effective
for 2009 Awards)
This document sets forth the terms of an
Option (as defined in Section 1 below) to purchase shares of common
stock granted by PAR PHARMACEUTICAL COMPAMIES, INC. (the
“Company”) pursuant to a Certificate of Stock Option
Grant (the “Certificate”) displayed at the website of
Smith Barney Benefits Access®. The Certificate, which
specifies the person to whom the Option is granted (the
“Optionee”) and other specific details of the grant,
and the electronic acceptance of the Certificate at the website of
Smith Barney, are incorporated herein by reference.
WHEREAS, the Board of Directors (the
“Board”) of the Company has authorized and approved the
Par Pharmaceutical Companies, Inc. 2004 Performance Equity Plan
(the “Plan”), which has been approved by the
stockholders of the Company;
WHEREAS, the Plan, in part, provides for
the grant of Options to certain employees of the Company and any
Subsidiary of the Company;
WHEREAS, pursuant to the Plan, the
Committee has approved an award to the Optionee designated in the
Certificate of an option to purchase common stock of the Company on
the terms and subject to the conditions set forth in the Plan and
these Terms of Stock Option. Capitalized terms used but not
defined in these Terms or the Certificate shall have the meanings
set forth in the Plan.
NOW, THEREFORE, in consideration of the
foregoing and of the terms and conditions herein contained, the
parties hereto agree as follows:
1.
Grant of Options.
Subject to the terms and conditions
hereinafter set forth and set forth in the Plan, the Company hereby
grants to the Optionee, as a matter of separate agreement and not
in lieu of salary, or any other compensation for services, the
right and option (the “Option”) to purchase all or any
part of an aggregate number of shares of Common Stock (the
“Option Shares”) specified on the Certificate on the
terms and conditions set forth herein and therein.
2.
Nonqualified Option; Withholding
Tax. This Option
shall not be deemed an “Incentive Stock Option” under
the Internal Revenue Code (“Code”). The Company
shall be entitled, if the Compensation and Management Development
Committee of the Board of Directors of the Company (the
“Committee”) deems it necessary or desirable, to
withhold (or secure payment from the Optionee in lieu of
withholding) the amount of any withholding or other tax required by
law to be withheld or paid by the Company in connection with the
issuance of the Option Shares.
3.
Grant Price.
The grant price of each Option
Share shall be the grant price specified on the
Certificate.
4.
Exercise Period.
4.1
Grant Expiration Date;
Vesting. The Option
shall be exercisable during the period (the “Exercise
Period”) commencing on the Grant Date specified on the
Certificate and terminating at the close of business on the date
(the “Grant Expiration Date”) specified on the
Certificate. All rights to exercise the Option shall
terminate on the Grant Expiration Date. Subject to this
Section 4 and Section 5 hereof, this Option shall be exercisable in
accordance with the vesting schedule specified on the
Certificate.
4.2
Effect of Termination of
Employment.
4.2.1
Termination Upon Death or
Disability. Upon the
termination of the Optionee's employment by reason of the death or
disability (for purposes of the Plan) of the Optionee prior to the
date that the Option becomes fully vested and exercisable in
accordance with the vesting schedule specified on the Certificate,
the Optionee shall be deemed vested as of the date of such
termination in that percentage of the Option Shares which the
Optionee would have become vested in if the Optionee had remained
employed through the next anniversary of the Date of Grant that
first occurs on or after the date of such termination and the
Option shall be exercisable with respect to such Option Shares.
Further, upon the termination of the
Optionee's employment by reason of the death or disability of the
Optionee at any time during the Exercise Period, this Option or any
unexercised portion thereof, which was otherwise exercisable on the
date of such termination (including such portion of the Option
Shares that may become exercisable as a result of the preceding
sentence), shall terminate unless such Option, to the extent
exercisable on such date, is exercised by the Optionee or the
executor or administrator of his estate, as the case may be, within
one year after the date of such termination of his employment.
However, should the death of the Optionee occur during the
one-year period following the termination of the employment of the
Optionee by reason of his disability, the Option, to the extent
exercisable on the date of termination of employment, may be
exercised by the executor or administrator of the Optionee's estate
within one year following such death. The determination of
whether the Optionee has terminated employment due to disability
shall be made in the good faith judgment of the Committee. A
transfer of the Option by the Optionee by will or by laws of
descent and distribution shall not be effective to bind the Company
unless the Company shall have been furnished with written notice
thereof and such other evidence as the Company may deem necessary
or desirable to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of the Option. Notwithstanding anything herein to
the contrary, in no event shall the Option be exercisable after the
Grant Expiration Date.
4.2.2
Termination by Reason of
Retirement. Should
the employment of the Optionee terminate during the term of the
Option by reason of retirement by the Optionee on or after age 65,
or with the approval of the Committee, from active employment with
the Company or any subsidiary prior to age 65
(“Retirement”), this Option or any unexercised portion
thereof which was otherwise exercisable on the date of such
termination, shall terminate within thirty (30) days of the date of
such termination unless the Committee, at or before the
time
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of such Retirement, shall determine that
the Option shall remain exercisable by the Optionee for a period of
one year following the effective date of such termination of
employment; provided, however, that if the Optionee dies within
such one-year period, the Option may be exercised by the executor
or administrator of the Optionee's estate within one year following
such death. Notwithstanding anything herein to the contrary,
in no event shall the Option be exercisable after the Grant
Expiration Date.
4.2.3
Termination by Reason of
Resignation. Should
the employment of the Optionee terminate during the term of the
Option by reason of resignation by the Optionee (for any reason
other than Retirement), this Option or any unexercised portion
thereof which was otherwise exercisable on the date of such
resignation, shall terminate unless such Option, to the extent
exercisable on the date of such resignation, is exercised within
thirty (30) days of the date on which the Optionee resigns.
Notwithstanding anything herein to the contrary, in no event
shall the Option be exercisable after the Grant Expiration
Date.
4.2.4
Termination For
Cause. If the
Optionee's employment is terminated “for cause,” this
Option or any unexercised portion thereof shall terminate and be of
no further force and effect from the date of termination.
Termination “for cause” as used herein means the
termination of Optionee's employment by the Company (or, if
applicable, any subsidiary thereof), “for cause” as
defined in any agreement between the Company (or any such
subsidiary) and the Optionee or, in the event no such agreement
exists, based upon objective factors determined in good faith by
the Company.
4.2.5
Termination Without
Cause. If the
employment of the Optionee with the Company or any of its
subsidiaries is terminated (for any reason other than death,
disability, Retirement, resignation or discharge “for
cause”), this Option or any unexercised portion thereof which
was otherwise exercisable on the date of such termination, shall
terminate unless such Option, to the extent exercisable on the date
of such termination, is exercised within ninety (90) days of the
date on which he ceases to be an employee. Notwithstanding
anything herein to the contrary, in no event shall the Option be
exercisable after the Grant Expiration Date.
4.2.6
Change of Control.
Upon a “Change of
Control” of the Company, the Optionee's right to exercise the
Option shall be immediately vested and accelerated in full and the
Optionee may, during the Exercise Period, exercise the Option
for the remaining unexercised portion of the Option
(notwithstanding that such portion of the Option had not yet
otherwise become fully exercisable under Section 4.1 with respect
to all or part of the Option Shares at the date of such Change of
Control); provided, however, that nothing herein contained shall
extend the Grant Expiration Date.
4.2.7
Sale of Company.
Upon a Sale (as defined below), the
Board of Directors or the Committee may elect either (i) to
continue the Option without any payment or (ii) to cause to be paid
to the Optionee, upon consummation of the Sale, a payment equal to
the excess, if any, of the Sale Consideration receivable by the
holders of shares of Common Stock in such a Sale (the “Sale
Consideration”) over the purchase price for this Option for
each share of Common Stock the Optionee shall then be entitled to
acquire hereunder. If the Board of Directors of the Company elect
to continue the Option, then the Company shall cause
effective
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provisions to be made so that the
Optionee shall have the right, by exercising this Option prior to
the Grant Expiration Date, to purchase the kind and amount of
shares of stock and other securities and property receivable upon
such a Sale by a holder of the number of shares of Common Stock
which might have been purchased upon exercise of the Option
immediately
