SUNESIS PHARMACEUTICALS,
INC.
2005 EQUITY INCENTIVE AWARD
PLAN
STOCK OPTION GRANT NOTICE
AND STOCK OPTION AGREEMENT
(OUTSIDE DIRECTORS - ANNUAL
GRANT)
Sunesis Pharmaceuticals, Inc. (the “
Company ”), pursuant to the Sunesis
Pharmaceuticals, Inc. 2005 Equity Incentive Award Plan (the “
Plan ”), hereby grants to the Optionee listed
below (“ Optionee ”), an option to
purchase the number of shares of the Company’s Stock set
forth below (the “ Option ”). This
Option is subject to all of the terms and conditions as set forth
herein and in the Stock Option Agreement and the Plan, each of
which are attached hereto and incorporated herein by reference.
Capitalized terms not specifically defined herein shall have the
meanings specified in the Plan.
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Date of
Stock Option Agreement:
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Vesting
Commencement Date:
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Exercise Price per Share:
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Total
Number of Shares Granted:
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Type of
Option:
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Non-Qualified
Stock Option
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Vesting
Schedule:
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1/12
th of the shares subject to the Option shall vest
monthly following the Grant Date on the same day of the month as
the Grant Date, subject to Optionee continuing to be a member of
the Company’s Board of Directors on such dates.
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By his or her signature and the Company’s
signature below, Optionee agrees to be bound by the terms and
conditions of the Plan and the Stock Option Agreement attached
hereto. Optionee has reviewed the Stock Option Agreement and the
Plan in their entirety, has had an opportunity to obtain the advice
of counsel prior to executing this Option and fully understands all
provisions of the Grant Notice, the Stock Option Agreement and the
Plan. Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Committee upon any
questions arising under the Plan or this Option. Optionee further
agrees to notify the Company upon any change in the residence
address indicated below.
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SUNESIS
PHARMACEUTICALS, INC.
Optionee:
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OPTIONEE:
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By:
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By:
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Print
Name:
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Print
Name:
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Title:
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Address: 395 Oyster Point
Blvd., Suite 400
South San Francisco, CA 94080
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SUNESIS PHARMACEUTICALS,
INC.
2005 EQUITY INCENTIVE AWARD
PLAN
STOCK OPTION
AGREEMENT
(OUTSIDE DIRECTORS - ANNUAL
GRANT)
Pursuant to the Stock Option Grant Notice
(“ Grant Notice ”) to which this Stock
Option Agreement (this “ Agreement ”)
is attached, Sunesis Pharmaceuticals, Inc. (the “
Company ”) has granted to the Optionee set
forth in the Grant Notice (the “ Optionee
”) an option under the Sunesis Pharmaceuticals, Inc. 2005
Equity Incentive Award Plan (the “ Plan
”) to purchase the number of shares of Stock indicated in the
Grant Notice at the exercise price indicated in the Grant Notice
(the “ Option ”). The Option is subject
to all of the terms and conditions set forth herein and in the
Grant Notice and the Plan.
ARTICLE
I
DEFINITIONS; INCORPORATION
OF TERMS
1.1 Definitions . Capitalized terms not specifically defined
herein shall have the meanings specified in the Plan.
1.2 Incorporation of Terms of Plan
. The Option is subject to the terms
and conditions of the Plan which are incorporated herein by
reference.
ARTICLE
II
GRANT OF
OPTION
2.1 Grant of Option . In consideration of the Optionee’s
agreement to remain a member of the Board of Directors of the
Company and for other good and valuable consideration, effective as
of the Grant Date set forth in the Grant Notice (the “
Grant Date ”), the Company irrevocably grants
to the Optionee the Option to purchase any part or all of an
aggregate of the number of shares of Stock set forth in the Grant
Notice, upon the terms and conditions set forth in this Agreement.
The Option is a Non-Qualified Stock Option.
2.2 Purchase Price . The exercise price per share of the Stock
subject to the Option shall be as set forth in the Grant Notice,
without commission or other charge; provided, however,
that in no event shall such exercise price be less 100% of the Fair
Market Value of a share of Stock on the Grant Date or than the par
value of a share of Stock, unless otherwise permitted by applicable
law.
2.3 Consideration to the Company
. In consideration of the granting
of the Option by the Company, the Optionee agrees to render
faithful and efficient service to the Company as a member of the
Board of Directors. Nothing in the Plan or this Agreement shall
confer upon the Optionee any right to continue as a member of the
Board of Directors of the Company.
STOCK OPTION AGREEMENT PAGE
1
ARTICLE
III
PERIOD OF
EXERCISABILITY
3.1 Commencement of Exercisability
.
(a) Subject to Sections 3.3 and 5.8, the Option
shall become exercisable upon becoming vested in such amounts and
at such times as are set forth in the Grant Notice.
(b) No portion of the Option which has not become
vested and exercisable at Termination of Service (as defined in
Section 3.3 below) shall thereafter become exercisable, except as
may be otherwise provided by the Board of Directors of the Company
or as set forth in a written agreement between the Company and the
Optionee.
3.2 Duration of Exercisability
. The installments provided for in
Section 3.1(a) are cumulative. Each such installment which
becomes vested and exercisable pursuant to Section 3.1 shall
remain exercisable until it becomes unexercisable under
Section 3.3.
3.3 Expiration of Option . The Option may not be exercised to any extent
by anyone after the first to occur of the following
events:
(a) The expiration of ten years from the Grant
Date; or
(b) The expiration of twelve months following the
date of the Optionee’s cessation of membership on the Board
of Directors of the Company for any reason (“
Termination of Service ”).
ARTICLE
IV
EXERCISE OF
OPTION
4.1 Person Eligible to Exercise
. Except as provided in Sections
5.2(b) and 5.2(c), during the lifetime of the Optionee, only the
Optionee may exercise the Option or any portion thereof.
4.2 Partial Exercise . Any vested and exercisable portion of the
Option or the entire Option, if then wholly vested and exercisable,
may be exercised in whole or in part at any time prior to the time
when the Option or portion thereof becomes unexercisable under
Section 3.3.
4.3 Manner of Exercise . The Option, or any exercisable portion
thereof, may be exercised solely by delivery to the Secretary of
the Company or the Secretary’s office of all of the following
prior to the time when the Option or such portion thereof becomes
unexercisable under Section 3.3:
(a) An Exercise Notice in writing signed by the
Optionee or the other person then entitled to exercise the Option
or portion thereof, stating that the Option or portion thereof is
thereby exercised, such notice complying with all applicable rules
established by the Committee. Such notice shall be substantially in
the form attached as Exhibit A (or such other form as is
prescribed by the Committee); and
(b) (i) Full payment (in cash or by check) for the
shares with respect to which the Option or portion thereof is
exercised, to the extent permitted under applicable laws;
or
(ii) To the extent permitted under applicable laws,
through the delivery of a notice that the Optionee has placed a
market sell order with a broker with respect to shares of Stock
then issuable upon exercise of the Option, and that the broker has
been directed to pay a sufficient portion of the net proceeds of
the sale to the Company in satisfaction of the Option exercise
price, provided , that payment of such proceeds is made to
the Company upon settlement of such sale; or
STOCK OPTION AGREEMENT PAGE
2
(iii) With the consent of the Committee, any
combination of the consideration provided in the foregoing
subparagraphs (i) and (ii); and
(c) A bona fide written representation and
agreement, in such form as is prescribed by the Committee, signed
by the Optionee or other person then entitled to exercise such
Option or portion thereof, stating that the shares of Stock are
being acquired for the Optionee’s own account, for investment
and without any present intention of distributing or reselling said
shares or any of them except as may be permitted under the
Securities Act of 1933, as amended (the “ Securities
Act ”), and then applicable rules and regulations
thereunder, and that the Optionee or other person then entitled to
exercise such Option or portion thereof will indemnify the Company
against and hold it free and harmless from any loss, damage,
expense or liability resulting to the Company if any sale or
distribution of the shares by such person is contrary to the
representation and agreement referred to above. The Committee
may, in its absolute discretion, take whatever additional actions
it deems appropriate to ensure the observance and performance of
such representation and agreement and to effect compliance with the
Securities Act and any other federal or state securities laws or
regulations. Without limiting the generality of the foregoing, the
Committee may require an opinion of counsel acceptable to it to the
effect that any subsequent transfer of shares acquired on an Option
exercise does not violate the Securities Act and may issue
stop-transfer orders covering such shares. Share certificates
evidencing Stock issued on exercise of the Optio
