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Exhibit 10.1
SECOND
AMENDED AND RESTATED
POZEN
INC. 2000 EQUITY COMPENSATION PLAN
NONQUALIFIED STOCK OPTION GRANT
This
STOCK OPTION GRANT, dated as of May 6, 2008 (the “Date
of Grant”), is delivered by POZEN Inc. (the
“Company”) to _____________ (the
“Grantee”).
RECITALS
The
Second Amended and Restated POZEN Inc. 2000 Equity
Compensation Plan (the “Plan”), provides for the
grant of options to purchase shares of common stock of the
Company. The Compensation Committee (the
“Committee”) of the Board of Directors has decided
to make a stock option grant as an inducement for the Grantee
to promote the best interests of the Company and its
stockholders. A copy of the Plan is
attached.
NOW,
THEREFORE, the parties to this Agreement, intending to be
legally bound hereby, agree as follows:
1.
Grant of
Option . Subject to the terms and conditions
set forth in this Agreement and in the Plan, the Company
hereby grants to the Grantee a nonqualified stock option (the
“Option”) to purchase ______ shares of common
stock of the Company (“Shares”) at an exercise
price of $____ per Share, which represents the Fair Market
Value (as defined in the Plan) of the underlying common stock
of the Company on the Date of Grant. The Option
shall become exercisable according to Paragraph 2
below.
2.
Exercisability
of Option . The Option shall become
exercisable as set forth below, if the Grantee is employed by,
or providing services to, the Company (as defined in the
Plan):
Twenty-five percent (25%)
of the shares underlying the options granted will vest upon
the acceptance by the U.S. Food and Drug Administration (FDA)
of the New Drug Application (NDA) for PN 400, a proprietary
fixed dose combination of the PPI esomeprazole magnesium with
the NSAID naproxen in a single tablet being developed by the
Company with AstraZeneca AB for the management of pain and
inflammation associated with conditions such as
osteoarthritis and rheumatoid arthritis in patients who are
at risk for developing NSAID-associated gastric
ulcers if the Grantee has received a received a
“meets or exceeds expectations” or
“exceptional” rating with respect to all of
Grantee’s performance reviews beginning with the year
in which the Date of Grant occurs and for each year prior to
the date on which such partial vesting occurs. The
remaining seventy-five (75%) of the options granted will vest
upon the receipt by the Company of an action letter from the
FDA indicating approval of the NDA for PN 400 if the Grantee
has received a received a “meets or exceeds
expectations” or “exceptional” rating with
respect to all of Grantee’s performance reviews
beginning with the year in which the Date of Grant occurs and
for each year prior to the date on which such full vesting
occurs. The Company’s determination of a
Grantee’s performance ratings shall be made in its sole
discretion and shall be binding upon the Company and the
Grantee.
(a) The
Option shall have a term of ten years from the Date of Grant
and shall terminate at the expiration of that period, unless
it is terminated at an earlier date pursuant to the provisions
of this Agreement or the Plan.
(b) The
Option shall automatically terminate upon the happening of the
first of the following events:
(i) The
expiration of the one-year period after the Grantee ceases to
be employed by, or provide service to, the Company (as defined
in the Plan), if the termination is for any reason, including
Disability (as defined in the Plan) or death, but other than
Cause (as defined in the Plan).
(ii) The
date on which the Grantee ceases to be employed by, or provide
service to, the Company for Cause. In addition,
notwithstanding the prior provisions of this Paragraph 3, if
the Grantee engages in conduct that constitutes Cause after
the Grantee’s employment or service terminates but while
the Option otherwise remains exercisable, the Option shall
immediately terminate.
(iii) The
date the Grantee receives a performance review from the
Company which does not have a “meets or exceeds
expectations” or “exceptional”
rating.
Notwithstanding
the foregoing, in no event may the Option be exercised after
the date that is ten years from the Date of
Grant. &n
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