Exhibit 10.1.1
PREDIX PHARMACEUTICALS HOLDINGS, INC.
AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN
SENIOR EXECUTIVE
INCENTIVE STOCK OPTION AGREEMENT
WITH
[NAME OF EMPLOYEE]
(EMPLOYEE COPY)
(sign and keep this document for your future reference)
PREDIX PHARMACEUTICALS HOLDINGS, INC.
AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN
SENIOR EXECUTIVE
INCENTIVE STOCK OPTION AGREEMENT
WITH
[NAME OF EMPLOYEE]
(COMPANY COPY)
(sign and return this copy to the Company)
PREDIX PHARMACEUTICALS HOLDINGS, INC.
SENIOR EXECUTIVE
INCENTIVE STOCK OPTION AGREEMENT
GRANTED UNDER AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN
1. GRANT OF OPTION.
This agreement evidences the grant by Predix Pharmaceuticals Holdings,
Inc., a Delaware corporation (the "Company"), on [INSERT DATE], 200__, (the
"Grant Date") to [INSERT NAME OF GRANTEE], an employee of the Company (the
"Participant"), of an option (the "Option") to purchase, in whole or in part, on
the terms provided herein and in the Company's Amended and Restated 2003 Stock
Incentive Plan (the "Plan"), a total of [INSERT # OF SHARES] shares (the
"Shares") of common stock, $0.01 par value per share, of the Company (the
"Common Stock") at a price of $_____ per Share (the "Exercise Price"), which
Exercise Price must be at least 100% of the fair market value of the Common
Stock on the date of grant (or 110% in the case of a Participant that owns more
than 10% of the total combined voting power of all classes of stock of the
Company or its parent or subsidiary (a "10% Shareholder")). Unless earlier
terminated, this Option shall expire at 5:00 p.m., Eastern time, on [INSERT DATE
10 YEARS FROM DATE OF GRANT, UNLESS 10% OWNER INSERT DATE 5 YEARS FROM DATE OF
GRANT], 20__ (the "Final Exercise Date"), which date must be no more than 10
years (5 years in the case of a 10% Shareholder) from the Grant Date.
It is intended that the Option evidenced by this agreement shall be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the "Code").
Except as otherwise indicated by the context, the term "Participant", as used in
this option agreement, shall be deemed to include any person who acquires the
right to exercise this Option validly under its terms.
2. VESTING SCHEDULE.
Subject to the terms and conditions of this Agreement, this Option to
purchase the Shares shall become exercisable ("vest") in 48 monthly
installments. Each installment shall consist of 2.0833% of the total number of
the Shares. Such installments shall become exercisable on the first day of each
month beginning on [INSERT DATE]. The number of shares included in each of the
first 47 installments shall be rounded down to the nearest whole number, whilst
the number of shares included in the 48th and final installment shall be the
remaining unvested balance of the Shares. [INSERT FOR NEW EMPLOYEES OR
CONSULTANTS THE FOLLOWING: NOTWITHSTANDING THE FOREGOING, THIS OPTION SHALL NOT
BE EXERCISABLE FOR ANY SHARES UNTIL THE DATE THAT THE PARTICIPANT HAS PROVIDED
SERVICES TO THE COMPANY OF ANY AFFILIATE THEREOF FOR A PERIOD OF ONE YEAR.]
The right of exercise shall be cumulative so that to the extent the Option
is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all Shares for
which it is vested until the earlier of the Final Exercise Date or the
termination of this Option under Section 3 hereof or the Plan.
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Notwithstanding anything to the contrary herein and in addition to, and not
in contradiction with, the existing acceleration provisions provided under
Section 8(c) of the Plan, the Shares shall become immediately exercisable in
full if, after a Reorganization Event (as defined in the Plan), the acquiring or
succeeding entity assumes this Option or substitutes equivalent securities for
this Option, and (i) the Participant is terminated by the acquiring or
succeeding entity without "cause" (as defined in Section 3(e) below) within 12
months of the consummation of such Reorganization Event, or (ii) the Participant
terminates his or her employment with the acquiring or succeeding entity within
12 months of the consummation of such Reorganization Event due to a material
adverse change in the Participant's duties, authority or responsibilities (as of
the date of the consummation of the Reorganization Event) which causes the
Participant's position with the acquiring or succeeding entity to become of less
responsibility or authority; provided that, such Shares shall not become fully
exercisable after the Final Exercise Date or the termination of this Option
under Section 3 hereof or the Plan.
3. EXERCISE OF OPTION.
(a) Form of Exercise. Each election to exercise this Option shall be
(i) by written notice in the form attached hereto as Exhibit A, duly signed by
the Participant and received by the Company or its designee, and (ii) payment in
full of the Exercise Price for each Share purchased upon exercise of this
Option. Payment of the Exercise Price for each Share shall be made in accordance
with Section 5(f) of the Plan. The Participant may purchase less than the number
of shares covered hereby, provided that no partial exercise of this Option may
be for any fractional share. The Company shall deliver such Shares as soon as
practicable after the notice shall be received, provided, however, that the
Company may delay issuance of such Shares until all conditions set forth in
Section 9(g) of the Plan have been satisfied. The Shares as to which the Option
shall have been so exercised shall be registered in the Company's share register
in the name of the person so exercising the Option (or, if the Option shall be
exercised by the Participant and if the Participant shall so request in the
notice exercising the Option, shall be registered in the name of the Participant
and another person jointly, with right of survivorship) and shall be delivered
as provided above to or upon the written order of the person exercising the
Option. In the event the Option shall be exercised, pursuant to Section 3(d)
hereof, by any person other than the Participant, such notice shall be
accompanied by appropriate proof of the right of such person to exercise the
Option.
(b) Continuous Relationship with the Company Required. Except as
otherwise provided in this Section 3, this Option may not be exercised unless
the Participant, at the time he or she exercises this Option, is, and has been
at all times since the Grant Date, an employee or officer of, or consultant or
advisor to, the Company or any other entity whose employees are eligible to
receive options under the Plan (an "Eligible Participant").
(c) Termination of Relationship with the Company. If the Participant
ceases to be an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this Option shall terminate
three months after such cessation (but in no event after the Final Exercise
Date), provided that this Option shall be exercisable only to the extent that
the Participant was entitled to exercise this Option on the date of such
cessation. Notwithstanding the foregoing, if the Participant, prior to the Final
Exercise Date, violates the non-competition or confidentiality provisions of any
employment contract, confidentiality and
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nondisclosure agreement or other agreement between the Participant and the
Company, the right to exercise this Option shall terminate immediately upon
written notice to the Participant from the Company describing such violation.
(d) Exercise Period Upon Death or Disability. If the Participant dies
or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior
to the Final Exercise Date while he or she is an Eligible Participant and the
Company has not terminated such relationship for "Cause" as specified in
paragraph (e) below, this Option shall be exercisable, within the period of one
year following the date of death or disability of the Participant, by the
Participant (or in the case of death by an authorized transferee), provided that
this Option shall be exercisable only to the extent that this Option was
exercisable by the Participant on the date of his or her death or disability,
and further provided that this Option shall not be exercisable after the Final
Exercise Date.
(e) Discharge for Cause. If the Participant, prior to the Final
Exercise Date, is discharged by the Company for "Cause" (as defined below), the
right to exercise this Option shall terminate immediately upon notice of such
discharge. "Cause" shall mean willful misconduct by the Participant or willful
failure by the Participant to perform his or her responsibilities to the Company
(including, without limitation, breach by the Participant of any provision of
any employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Participant and the Company), as determined by the
Company, which determination shall be conclusive. The Participant shall be
considered to have been discharged for "Cause" if the Company determines, within
30 days after the Participant's resignation, that discharge for Cause was
warranted.
4. AGREEMENT IN CONNECTION WITH PUBLIC OFFERINGS.
If, in connection with a registration statement filed by the Company
pursuant to the Securities Act of 1933, as amended, the Company or its
underwriter so requests, the Participant will agree not to sell any Shares for a
period not to exceed 180 days following the effectiveness of such registration.
5. TAX MATTERS.
(a) Withholding. No Shares will be issued pursuant to the exercise of
this Option unless and until the Participant pays to the Company, or makes
provision satisfactory to the Company for payment of, any federal, state or
local withholding taxes required by law to be withheld in respect of this Option
in accordance with Section 9(e) of the Plan.
(b) Disqualifying Disposition. If the Participant disposes of Shares
acquired upon exercise of this Option within two years from the Grant Date or
one year after such Shares were acquired pursuant to exercise of this Option,
the Participant shall notify the Company in writing of such disposition.
6. NONTRANSFERABILITY OF OPTION.
This Option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent
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and distribution, and, during the lifetime of the Participant, this Option shall
be exercisable only by the Participant.
7. PROVISIONS OF THE PLAN.
This Option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this Option.
8. NO OBLIGATION TO MAINTAIN RELATIONSHIP.
The Company is not by the Plan or this Option obligated to continue the
Participant as an employee, director or consultant of the Company. The
Participant acknowledges: (i) that the Plan is discretionary in nature and may
be suspended or terminated by the Company at any time; (ii) that the grant of
the Option is a one-time benefit which does not create any contractual or other
right to receive future grants of options, or benefits in lieu of options; (iii)
that all determinations with respect to any such future grants, including, but
not limited to, the times when options shall be granted, the number of shares
subject to each option, the option price, and the time or times when each option
shall be exercisable, will be at the sole discretion of the Company; (iv) that
the Participant's participation in the Plan is voluntary; (v) that the value of
the Option is an extraordinary item of compensation which is outside the scope
of the Participant's employment contract, if any; and (vi) that the Option is
not part of normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments.
9. GOVERNING LAW.
This Agreement shall be construed and enforced in accordance with the law
of the State of Delaware, without giving effect to the conflict of law
principles thereof. For the purpose of litigating any dispute that arises under
this Agreement, the parties hereby consent to exclusive jurisdiction in
Massachusetts and agree that such litigation shall be conducted in the courts of
Middlesex County, Massachusetts or the federal courts of the United States for
the District of Massachusetts.
10. BENEFIT OF AGREEMENT.
Subject to the provisions of the Plan and the other provisions hereof, this
Agreement shall be for the benefit of and shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
11. ENTIRE AGREEMENT.
This Agreement, together with the Plan, embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement not expressly set forth in this Agreement shall affect or
be used to interpret, change or restrict the express terms and provisions
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of this Agreement, provided, however, in any event, this Agreement shall be
subject to and governed by the Plan.
12. MODIFICATIONS AND AMENDMENTS.
The terms and provisions of this Agreement may be modified or amended as
provided in the Plan.
13. DATA PRIVACY.
By entering into this Agreement, the Participant: (i) authorizes the
Company and each affiliate, and any agent of the Company or any affiliate
administering the Plan or providing Plan record keeping services, to disclose to
the Company or any of its affiliates such information and data as the Company or
any such affiliate shall request in order to facilitate the grant of options and
the administration of the Plan; (ii) waives any data privacy rights he or she
may have with respect to such information; and (iii) authorizes the Company and
each affiliate to store and transmit such information in electronic form.
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IN WITNESS WHEREOF, the Company has caused this Option to be executed under
its corporate seal by its duly authorized officer. This Option shall take effect
as a sealed instrument.
PREDIX PHARMACEUTICALS HOLDINGS, INC.
Dated: [DATE OF GRANT] By:
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Name: XXXX XXXXX
Title: CHIEF BUSINESS OFFICER
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PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing Option and agrees to the terms
and conditions thereof. The undersigned hereby acknowledges receipt of a copy of
the Company's Amended and Restated 2003 Stock Incentive Plan.
PARTICIPANT:
Signature:
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Name: [NAME OF PARTICIPANT]
Address:
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EXHIBIT A
NOTICE OF INCENTIVE STOCK OPTION EXERCISE
Date: _____________
Participant name and address:
[NAME OF PARTICIPANT]
_____________________________________
_____________________________________
Attention: Treasurer
Dear Sir or Madam:
I am the holder of an Incentive Stock Option granted to me under the Predix
Pharmaceuticals Holdings, Inc. (the "Company") Amended and Restated 2003 Stock
Incentive Plan on [INSERT DATE OF GRANT] for the purchase of [INSERT NUMBER OF
SHARES] shares of Common Stock of the Company at a purchase price of $____ per
share.
I understand the nature of the investment I am making and the financial
risks thereof. I am aware that it is my responsibility to have consulted with
competent tax and legal advisors about the relevant national, state and local
income tax and securities laws affecting the exercise of the Option and the
purchase and subsequent sale of the Shares.
I hereby exercise my Option to purchase _________ shares of Common Stock
(the "Shares"), at an exercise price of $________.
I am paying the option exercise price for the Shares as follows:
______________________________________________________________________
Please issue the Shares (check one):
[ ] to me; or
[ ] to me and ___________________________, as joint tenants with right of
survivorship,
Tax I.D. #: _________________________
at the following address:
_____________________________________
_____________________________________
_____________________________________
My mailing address for shareholder communications, if different from the address
listed above, is:
_____________________________________
_____________________________________
_____________________________________
Very truly yours,
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(Signature)
