EXHIBIT 4.2
NABI
NON-QUALIFIED STOCK OPTION
For good and valuable consideration, receipt of which is hereby
acknowledged, Nabi, a Delaware corporation (the "Company"), does hereby grant to
_______________ (the "Grantee") an option to purchase two thousand five hundred
(2,500) shares of Common Stock of the Company (the "Option"). The Option is not
granted pursuant to the Company's Stock Plan for Non-Employee Directors (the
"Plan"). This Agreement shall nevertheless be subject to the terms of the Plan,
a copy of which is attached hereto as Exhibit A and is incorporated herein in
its entirety by this reference, except to the extent this Agreement and the Plan
are in conflict, in which case this Agreement shall control. Capitalized terms
used herein and not otherwise defined shall have the meanings ascribed to them
in the Plan.
The Grantee hereby accepts the Option subject to all of the provisions of
the Plan, and upon the following additional terms and conditions:
1. The price at which the shares of Common Stock may be purchased pursuant
to the Option is three dollars and sixty-three cents ($3.63) per share, subject
to adjustment as provided in the Plan.
2. The Option shall expire at the close of business on the fifth
anniversary of the date hereof. Subject to the provisions of the Plan, the
Option shall be exercisable before said date to the full extent of all shares
covered hereby six months from the date hereof. The Option may not be exercised
at all during the first six months after the date hereof (except to the extent
provided in the Plan) or after the fifth anniversary of the date hereof.
3. The Option shall not be transferable other than by will or by the laws
of descent and distribution and shall be exercisable during the Grantee's
lifetime only by the Grantee.
4. This Option may be exercised by the giving of written notice, in person
or by mail, to the Company, marked "Attention: Chief Financial Officer," at its
principal place of business, of the election to purchase shares pursuant hereto
accompanied by the full payment for all shares being so purchased.
WITNESS the execution hereof as of this 29th day of May 1998.
NABI
By__________________________________
▇▇▇▇▇ ▇. ▇▇▇▇
President
The foregoing Option is hereby accepted on the terms and conditions set
forth herein and, as described above, is expressly subject to all the provisions
set forth in the Nabi Stock Plan for Non-Employee Directors, a copy of which is
annexed hereto as Exhibit A.
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Grantee
[Exhibit A containing the Nabi Stock Plan for Non-Employee Directors
is incorporated herein by reference to the form of Plan included with the
definitive proxy materials filed with the Securities and Exchange Commission
on April 26, 1995, in connection with ▇▇▇▇'s 1995 annual meeting of
stockholders.]
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