EXHIBIT 4.5
Magainin Pharmaceuticals Inc
1998 Equity Compensation Plan
Non-Qualified Stock Option Grant
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This STOCK OPTION GRANT (hereafter "Agreement"), dated as of ________________,
199__ (the "Date of Grant"), is delivered by Magainin Pharmaceuticals Inc. (the
"Company") to _______________ (the "Grantee").
RECITALS
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A. The Magainin Pharmaceuticals Inc. 1998 Equity Compensation Plan (the
"Plan") provides for the grant of options to purchase shares of common stock of
the Company.
B. The Committee, appointed by the Board of Directors of the Company (the
"Board") under the terms of the Plan, has decided to make a stock option grant
as an inducement for the Grantee to promote the best interests of the Company
and its shareholders. 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
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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. The Option
shall become exercisable according to Paragraph 2 below.
2. Exercisability of Option. The Option shall become exercisable on the
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following dates, if the Grantee is employed by, or providing service to, the
Company (as defined in the Plan) on the applicable date:
Shares for Which the
Date Option is Exercisable
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--------------- 199_ -------------------------
--------------- 200_ -------------------------
--------------- 200_ -------------------------
--------------- 200_ -------------------------
The exercisability of the Option is cumulative.
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Magainin Pharmaceuticals Inc
1998 Equity Compensation Plan
Non-Qualified Stock Option Grant
(Continued)
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3. Term of Option.
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(a) The Option shall have a term of 10 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 expiration of the
Post- Termination Exercise Period, as defined in the Plan, and specified by the
Committee.
(c) Notwithstanding the foregoing, in the event the Grantees ceases to be
employed by, or provide service to, the Company on account of termination for
cause (as defined in the Plan), any Option held by the Grantee shall terminate
as of the date the Grantee ceases to be employed by, or provide service to, the
Company, and the Grantee shall automatically forfeit all shares underlying any
exercised portion of an Option for which the Company has not yet delivered the
share certificates, upon refund by the Company of the Exercise Price paid by the
Grantee for such shares.
Notwithstanding the foregoing, in no event may the Option be exercised after the
date on which the Option term expires. Any portion of the Option that is not
exercisable at the time the Grantee ceases to be employed by, or provide service
to, the Company shall immediately terminate.
4. Exercise Procedures.
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(a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may
exercise part or all of the exercisable Option by giving the Committee written
notice of intent to exercise in the manner provided in Paragraph 11 below,
specifying the number of Shares as to which the Option is to be exercised. On
the delivery date, the Grantee shall pay the Exercise Price (i) in cash, (ii)
with the approval of the Committee, by delivering Shares of the Company having a
fair market value on the date of exercise equal to the Exercise Price on the
date of delivery, or (iii) by such other method as the Committee may approve,
including payment through a broker in accordance with procedures permitted by
Regulation T of the Federal Reserve Board. The Committee may impose from time
to time such limitations as it deems appropriate on the use of Shares of the
Company to exercise the Option. Shares used to exercise an Option shall have
been held by the Grantee for the requisite period of time to avoid adverse
accounting consequences of the Company with respect to the Option.
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Magainin Pharmaceuticals Inc
1998 Equity Compensation Plan
Non-Qualified Stock Option Grant
(Continued)
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4. Exercise Procedures. (continued)
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(b) The obligation of the Company to deliver Shares upon exercise of the
Option shall be subject to all applicable laws, rules, and regulations and such
approvals by governmental agencies as may be deemed appropriate by the
Committee, including such actions as Company counsel shall deem necessary or
appropriate to comply with relevant securities laws and regulations. The
Company may require that the Grantee (or other person exercising the Option
after the Grantee's death) represent that the Grantee is purchasing Shares for
the Grantee's own account and not with a view to or for sale in connection with
any distribution of the Shares, or such other representation as the Committee
deems appropriate. All obligations of the Company under this Agreement shall be
subject to the rights of the Company as set forth in the Plan to withhold
amounts required to be withheld for any taxes, if applicable. Subject to
Committee approval, the Grantee may elect to satisfy any income tax withholding
obligation of the Company with respect to the Option by having Shares withheld
up to an amount that does not exceed the applicable withholding tax rate for
federal (including FICA), state and local tax liabilities.
5. Change of Control. The provisions of the Plan applicable to a Change of
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Control shall apply to the Option, and, in the event of a Change of Control, the
Committee may take such actions as it deems appropriate pursuant to the Plan.
6. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan,
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the terms of which are incorporated herein by reference, and in all respects
shall be interpreted in accordance with the Plan. The grant and exercise of the
option are subject to the provisions of the Plan and to interpretations,
regulations and determinations concerning the Plan established from time to time
by the Committee in accordance with the provisions of the Plan, including, but
not limited to, provisions pertaining to (i) rights and obligations with respect
to withholding taxes, (ii) the registration, qualification or listing of the
Shares, (iii) capital or other changes of the Company and (iv) other
requirements of applicable law. The Committee shall have the authority to
interpret and construe the Option pursuant to the terms of the Plan, and its
decisions shall be conclusive as to any questions arising hereunder.
7. No Employment or Other Rights. The grant of the Option shall not confer
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upon the Grantee any right to be retained by or in the employ or service of the
Company and shall not interfere in any way with the right of the Company to
terminate the Grantee's employment or service at any time. The right of the
Company to terminate at will the Grantee's employment or service at any time for
any reason is specifically reserved.
8. No Shareholder Rights. Neither the Grantee, nor any person entitled to
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exercise the Grantee's rights in the event of the Grantee's death, shall have
any of the rights and privileges of a shareholder with respect to the Shares
subject to the Option, until certificates for Shares have been issued upon the
exercise of the Option.
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Magainin Pharmaceuticals Inc
1998 Equity Compensation Plan
Non-Qualified Stock Option Grant
(Continued)
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9. Assignment and Transfers.
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(a) Except as provided in subparagraph (b) below, the rights and interests
of the Grantee under this Agreement may not be sold, assigned, encumbered or
otherwise transferred except, in the event of the death of the Grantee, by will
or by the laws of descent and distribution. Only the Grantee may exercise the
Option during the Grantee's lifetime. After the Grantee's death, the Option
shall be exercisable (subject to the limitations specified in the Plan) solely
by the legal representative of the Grantee, or by the person who acquires the
right to exercise the Option by will or by the laws of descent and distribution,
to the extent that the Option is exercisable pursuant to this Agreement. In the
event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or
otherwise dispose of the Option or any right hereunder, except as provided for
in this Agreement, or in the event of the levy or any attachment, execution or
similar process upon the rights or interests hereby conferred, the Company may
terminate the Option by notice to the Grantee, and the Option and all rights
hereunder shall thereupon become null and void. The rights and protections of
the Company hereunder shall extend to any successors or assigns of the Company
and to the Company's parents, subsidiaries, and affiliates. This Agreement may
be assigned by the Company without the Grantee's consent.
(b) Notwithstanding the foregoing, and only upon approval of the
Committee, the Grantee may transfer the Option to family members, one or more
trusts for the benefit of family members, or one or more partnerships of which
family members are the only partners, (or other persons or entities as Committee
may determine); provided that the Grantee receives no consideration for the
transfer of an Option and the transferred Option shall continue to be subject to
the same terms and conditions as were applicable to the Option immediately
before the transfer.
10. Applicable Law. The validity, construction, interpretation and effect of
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this instrument shall be governed by and determined in accordance with the laws
of the Commonwealth of Pennsylvania.
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Magainin Pharmaceuticals Inc
1998 Equity Compensation Plan
Non-Qualified Stock Option Grant
(Continued)
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11. Notice. Any notice to the Company provided for in this instrument shall be
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addressed to the Company in care of the Chief Financial Officer at 0000 Xxxxxx
Xxxxx, Xxxxxxxx Xxxxxxx, XX 00000, and any notice to the Grantee shall be
addressed to such Grantee at the current address shown on the payroll of the
Company, or to such other address as the Grantee may designate to the Company in
writing. Any notice shall be delivered by hand, sent by telecopier or enclosed
in a properly sealed envelope addressed as stated above, registered and
deposited, postage prepaid, in a post office regularly maintained by the United
States Postal Service.
IN WITNESS WHEREOF, the Company has caused its duly authorized officers to
execute and attest this Agreement, and the Grantee has executed this Agreement,
effective as of the Date of Grant.
MAGAININ PHARMACEUTICALS INC.
Attest:
By:
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Accepted:
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Grantee
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