Exhibit 10.4
Stock Option Agreement
ADVENTRX Pharmaceuticals, Inc., a
Delaware corporation (the “ Company ”),
and the undersigned person (“ Optionee ”)
have entered into this Stock Option Agreement (this “
Agreement ”) effective as of the Grant Date set
forth below. The Company has granted to Optionee the option (the
“ Option ”) to purchase the number of
shares (the “ Shares ”) of common stock,
par value $0.001 per share, of the Company (“ Common
Stock ”) set forth below at the per Share purchase
price (the “ Exercise Price ”) set forth
below, pursuant to the terms of this Agreement. The Option was
granted under the Company’s 2005 Equity Incentive Plan (the
“ Plan ”).
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Optionee
Name:
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Grant Date:
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MM/DD/YYYY |
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Vesting
Commencement Date:
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MM/DD/YYYY |
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Shares:
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X,XXX |
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Exercise
Price:
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$X.XX |
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1.
Terms of Plan. All capitalized terms used in this Agreement
and not otherwise defined shall have the meanings ascribed thereto
in the Plan. Optionee confirms and acknowledges that Optionee has
received and reviewed copies of the Plan and the Information
Statement, dated
, with respect to the Plan. Optionee and the Company agree that the
terms and conditions of the Plan are incorporated in this Agreement
by this reference.
2.
Nature of the Option. The Option has been granted as an
incentive to Optionee’s Continuous Service, and is in all
respects subject to such Continuous Service and all other terms and
conditions of this Agreement. The Option is intended to be an
[Incentive/Nonstatutory] Option within the meaning of the
Plan.
3.
Vesting and Exercise of Option. The Option shall vest and
become exercisable during its term in accordance with the following
provisions:
(a) Vesting and Right of
Exercise.
(i) The
Option shall vest and become exercisable with respect to one-fifth
of the Shares at the first anniversary of the Vesting Commencement
Date set forth in the preamble of this Agreement and as to
one-fifth of the Shares on each anniversary of the Vesting
Commencement Date thereafter until all of the Shares have vested,
subject to Optionee’s Continuous Service.
(ii) In
the event of Optionee’s death, disability or other
termination of Optionee’s Continuous Service, the Option
shall be exercisable in the manner and to the extent provided in
Section 6.3 of the Plan.
(iii) No
fraction of a Share shall be purchasable or deliverable upon
exercise of the Option, but in the event any adjustment hereunder
of the number of Shares shall cause such number to include a
fraction of a Share, such number of Shares shall be rounded down to
the nearest smaller whole number of Shares.
(b) Method of Exercise.
In order to exercise any portion of the Option which has vested,
Optionee shall notify the Company in writing of the election to
exercise such vested portion of the Option and the number of Shares
in respect of which the Option is being exercised, by executing and
delivering the Notice of Exercise of Stock Option in the form
attached hereto as Exhibit A (the " Exercise
Notice ”). The certificate or certificates
representing Shares as to which the Option has been exercised shall
be registered in the name of Optionee.
(c) Restrictions on
Exercise.
(i) Optionee may exercise the Option only with respect to
Shares that have vested in accordance with Section 3(a) of this
Agreement.
(ii) Optionee may not exercise the Option if the issuance of
the Shares upon such exercise or the method of payment of
consideration for such Shares would constitute a violation of any
applicable federal or state securities law or other law or
regulation.
(iii) The
method and manner of payment of the Exercise Price will be subject
to the rules under Part 221 of Title 12 of the Code of Federal
Regulations as promulgated by the Federal Reserve Board if such
rules apply to the Company at the date of exercise.
(iv) As a
condition to the exercise of the Option, the Company may require
Optionee to make any representation or warranty to the Company at
the time of exercise of the Option as in the opinion of legal
counsel for the Company may be required by any applicable law or
regulation, including the execution and delivery of an appropriate
representation statement. Accordingly, the stock certificate(s) for
the Shares issued upon exercise of the Option may bear appropriate
legends restricting transfer.
(v) Optionee may only exercise the Option upon, and the
obligations of the Company under this Agreement to issue Shares to
Optionee upon any exercise of the Option is conditioned on,
satisfaction of all federal, state, local or other withholding tax
obligations associated with such exercise (whether so required to
secure for the Company an otherwise available tax deduction or
otherwise) (“ Withholding Obligations ”).
The Company reserves the right to require Optionee to remit to the
Company an amount sufficient to satisfy all Withholding Obligations
prior to the issuance of any Shares upon any exercise of the
Option. Optionee
authorizes the
Company to withhold in accordance with applicable law from any
compensation payable to Optionee any amounts necessary to meet any
Withholding Obligations.
4.
Non-Transferability of Option. The Option may not be
transferred in any manner other than by will or by the laws of
descent and distribution. The terms of this Agreement shall bind
the executors, administrators, heirs and successors of
Optionee.
5.
Method of Payment.
(a) Upon exercise, Optionee
shall pay the aggregate Exercise Price of the Shares purchased by
any of the following methods, or a combination thereof, at the
election of Optionee:
(i) by
cash;
(ii) by
certified or bank cashier’s check;
(iii) if
shares of Common Stock are traded on an established stock market or
exchange on the date of exercise, by surrender of whole shares of
Common Stock having a Market Value equal to the portion of the
Exercise Price to be paid by s
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