Exhibit
10.15
Manhattan Pharmaceuticals,
Inc.
Stock Option
Agreement
This Stock Option Agreement is made and entered
into as of the [ ] day of
[
], 20[ ], between
[
] (“ Employee ”) and Manhattan
Pharmaceuticals, Inc., a Delaware corporation (the “
Company ”).
Background
A.
Employee has been hired to serve as
an employee of the Company or the Company desires to induce
Employee to continue to serve the Company as an
employee.
B.
The Company has adopted the 2003
Stock Option Plan (the “ Plan ”)
pursuant to which shares of common stock of the Company have been
reserved for issuance under the Plan.
Now, Therefore, the parties hereto agree as
follows:
1.
Incorporation by
Reference . The terms and
conditions of the Plan, a copy of which has been delivered to
Employee, are hereby incorporated herein and made a part hereof by
reference as if set forth in full. In the event of any conflict or
inconsistency between the provisions of this Agreement and those of
the Plan, the provisions of the Plan shall govern and
control.
2.
Grant of Option; Purchase
Price . Subject to the
terms and conditions herein set forth, the Company hereby
irrevocably grants from the Plan to Employee the right and option,
hereinafter called the “ Option ”, to
purchase all or any part of an aggregate of the number of shares of
common stock, $.001 par value, of the Company (the “
Shares ”) set forth at the end of this
Agreement after “ Number of Shares :”
at the price per Share set forth at the end of this Agreement after
“ Purchase Price :”.
3.
Exercise and Vesting of
Option . The Option shall
be exercisable only to the extent that all, or any portion thereof,
has vested in the Employee. Except as provided herein in Paragraph
4, the right to purchase the Shares subject to the Option shall
vest over a [ ] -year period beginning on the first anniversary of
the date hereof and continuing each year thereafter until the
Option is fully vested, as set forth in the following schedule, so
long as Employee continues to be employed by the Company (each such
date is hereinafter referred to singularly as a “
Vesting Date ” and collectively as “
Vesting Dates ”):
|
Total Shares Subject
to Vesting Date
|
|
Vesting Date
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
Termination of
Employment . In the event
that the Employee ceases to be employed by the Company, for any
reason or no reason, with or without cause, prior to any Vesting
Date, that part of the Option scheduled to vest on such Vesting
Date, and all parts of the Option scheduled to vest in the future,
shall not vest and all of Employee's rights to and under such
non-vested parts of the Option shall terminate.
5.
Term of Option
. To the extent vested, and except
as otherwise provided in this Agreement, the Option shall be
exercisable for ten (10) years from the date of this Agreement;
provided , however , that in the event Employee
ceases to be employed by the Company, for any reason or no reason
(but excluding as a result of a Disability, as provided below),
with or without cause, Employee or his/her legal representative
shall have three (3) years from the date of such termination of
his/her position as an employee to exercise any part of the Option
vested pursuant to Section 3 of th
