Exhibit 10.41
PRO-PHARMACEUTICALS,
INC.
INCENTIVE STOCK OPTION
AGREEMENT
FOR
Agreement
1. Grant of Option.
Pro-Pharmaceuticals, Inc., a Nevada corporation (the
“Company”) hereby grants, as of
(“Date of Grant”), to
(the “Optionee”) an option (the “Option”)
to purchase up to
shares of the Company’s common stock, $
par value per share (the “Shares”), at an exercise
price per share equal to $[must be 100% of FMV as of Date of Grant,
or 110% of FMV in the case of a 10% owner] (the “Exercise
Price”). The Option shall be subject to the terms and
conditions set forth herein. The Option is being issued pursuant to
the Company’s 2009 Incentive Compensation Plan (the
“Plan”), which is incorporated herein for all purposes.
The Option is an Incentive Stock Option and not a Non-Qualified
Stock Option. The Optionee hereby acknowledges receipt of a copy of
the Plan and agrees to be bound by all of the terms and conditions
hereof and thereof and all applicable laws and
regulations.
2. Definitions. Unless
otherwise provided herein, terms used herein that are defined in
the Plan and not defined herein shall have the meanings attributed
thereto in the Plan.
3. Exercise Schedule. Except
as otherwise provided in Sections 6 or 9 of this Agreement, or in
the Plan, the Option is exercisable in installments as provided
below, which shall be cumulative. To the extent that the Option has
become exercisable with respect to a percentage of Shares as
provided below, the Option may thereafter be exercised by the
Optionee, in whole or in part, at any time or from time to time
prior to the expiration of the Option as provided herein. The
following table indicates each date (the “Vesting
Date”) upon which the Optionee shall be entitled to exercise
the Option with respect to the percentage of Shares granted as
indicated beside the date, provided that the Continuous Service of
the Optionee continues through and on the applicable Vesting
Date:
Except as otherwise specifically
provided herein, there shall be no proportionate or partial vesting
in the periods prior to each Vesting Date, and all vesting shall
occur only on the appropriate Vesting Date. Upon the termination of
the Optionee’s Continuous Service, any unvested portion of
the Option shall terminate and be null and void.
4. Method of Exercise. The vested portion
of this Option shall be exercisable in whole or in part in
accordance with the exercise schedule set forth in Section 3
hereof by written notice which shall state the election to exercise
the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as
to the holder’s investment intent with respect to such Shares
as may be required by the Company pursuant to the provisions of the
Plan. Such written notice shall be signed by the Optionee and shall
be delivered in person or by certified mail to the Secretary of the
Company. The written notice shall be accompanied by payment of the
Exercise Price. This Option shall be deemed to be exercised after
both (a) receipt by the Company of such written notice
accompanied by the Exercise Price and (b) arrangements that
are satisfactory to the Committee in its sole discretion have been
made for Optionee’s payment to the Company of the amount, if
any, that is necessary to be withheld in accordance with applicable
Federal or state withholding requirements. No Shares shall be
issued pursuant to the Option unless and until such issuance and
such exercise shall comply with all relevant provisions of
applicable law, including the requirements of any stock exchange
upon which the Shares then may be traded.
5. Method of Payment. Payment
of the Exercise Price shall be by any of the following, or a
combination thereof, at the election of the Optionee:
(a) cash; (b) check; or (c) to the extent permitted
by the Committee, with Shares owned by the Optionee, or the
withholding of Shares that otherwise would be delivered to the
Optionee as a result of the exercise of the Option [or] [(d)
pursuant to a “cashless exercise” procedure, by
delivery of a properly executed exercise notice together with such
other documentation, and subject to such guidelines, as the
Committee shall require to effect an exercise of the Option and
delivery to the Company by a licensed broker acceptable to the
Company of proceeds from the sale of Shares], or (e) such
other consideration or in such other manner as may be determined by
the Committee in its absolute discretion.
6. Termination of Option
.
(a) General . Any
unexercised portion of the Option shall automatically and without
notice terminate and become null and void at the time of the
earliest to occur of the following:
(i) unless the Committee otherwise
determines in writing in its sole discretion, three months after
the date on which the Optionee’s Continuous Service is
terminated other than by reason of (A) by the Company or a
Related Entity for Cause, (B) a Disability of the Optionee as
determined by a medical doctor satisfactory to the Committee, or
(C) the death of the Optionee;
(ii) immediately upon the
termination of the Optionee’s Continuous Service by the
Company or a Related Entity for Cause;
(iii) twelve months after the date
on which the Optionee’s Continuous Service is terminated by
reason of a Disability as determined by a medical doctor
satisfactory to the Committee;
(iv) twelve months after the date of
termination of the Optionee’s Continuous Service by reason of
the death of the Optionee;
2
(v) the tenth anniversary of the
date as of which the Option is granted.
(b) Cancellation . To
the extent not previously exercised, (i) the Option shall
terminate immediately in the event of (A) the liquidation or
dissolution of the Company, or (B) any reorganization, merger,
consolidation or other form of corporate transaction in which the
Company does not survive or the Shares are exchanged for or
converted into securities issued by another entity, or an affiliate
of such successor or acquiring entity, unless the successor or
acquiring entity, or an affiliate thereof, assumes the Option or
substitutes an equivalent option or right pursuant to
Section 10(c)(ii) of the Plan, and (ii) the Committee in
its sole discretion may by written notice (“cancellation
notice”) cancel, effective upon the consummation of any
transaction that constitutes a Change in Control, th
