EXHIBIT 99.4
THE OPTION EVIDENCED BY THIS AGREEMENT AND THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF SUCH OPTION HAVE NOT BEEN REGISTERED UNDER STATE OR FEDERAL
SECURITIES LAWS. THIS NON-QUALIFIED STOCK OPTION AGREEMENT MAY NOT BE
TRANSFERRED EXCEPT BY WILL OR UNDER THE LAWS OF DESCENT AND DISTRIBUTION, THE
SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION MAY NOT BE OFFERED
,SOLD OR PLEDGED (EXCEPT A PLEDGE PURSUANT TO THE TERMS OF WHICH ANY OFFER OR
SALE UPON FORECLOSURE WOULD BE MADE IN A MANNER THAT WOULD NOT VIOLATE THE
REGISTRATION PROVISIONS OF FEDERAL OR STATE SECURITIES LAWS) OR OTHERWISE
DISTRIBUTED FOR VALUE, NOR MAY THE SHARES OF COMMON STOCK ISSUED UPON EXERCISE
OF THE OPTION BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT AN OPINION OF
COUNSEL, CONCURRED IN BY COUNSEL FOR THE COMPANY, THAT NO VIOLATION OF SAID
REGISTRATION PROVISIONS WOULD RESULT THEREFROM.
CELL THERAPEUTICS, INC.
1992 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
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THIS AGREEMENT is entered into as of [GRANT DATE] (hereinafter referred
to as the "Date of Grant") between CELL THERAPEUTICS, INC., a Washington State
corporation (hereinafter referred to as the "Company"), and [FIRST NAME] [NAME]
(hereinafter referred to as the "Optionee").
RECITALS
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A. The options granted hereunder are intended to be nonstatutory stock
options under the Internal Revenue Code of 1986, as amended (hereinafter
referred to as the "Code").
AGREEMENT
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NOW, THEREFORE, the company hereby grants to Optionee the option to
purchase, upon the terms and conditions set forth herein and in the Plan,
[shares] shares of Common Stock (hereinafter referred to as the "Option").
1. EXERCISE PRICE. The exercise price for the Option shall be
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[optionprice] per share.
2. VESTING SCHEDULE. The Option shall not be exercisable until it has
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vested. The Option shall vest according to the following schedule:
Number of Years Following Date of Percentage of Total Option to be
Commencement of Employment Exercisable
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1 33%
2 33%
3 33%
3. OPTION NOT TRANSFERABLE. The Option is not transferable except by
will or the laws of descent and distribution.
4. COMPLIANCE WITH SECURITIES LAWS. By accepting the Option, Optionee
represents and agrees for himself/herself and all persons who acquire rights in
the Option through Optionee, that none of the shares of Common Stock purchased
upon exercise of the Option will be distributed in violation of applicable
federal and state laws and regulations. If requested by the Company, Optionee
shall furnish evidence satisfactory to the Company (including a written and
signed representation letter and a consent to be bound by all transfer
restrictions imposed by applicable law, legend condition or otherwise) to that
effect, prior to delivery of the purchased shares of Common Stock.
5. TERMINATION OF OPTION. A vested Option shall terminate, to the
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extent not previously exercised, upon the occurrence of one of the following
events:
(i) ten (10) years from the date of grant; or
[p1expiredate];
(ii) the expiration of ninety (90) days from the date of
Optionee's termination of employment with the Company
for any reason other than death or disability (as
defined in the Plan), (unless the exercise period is
extended by the Plan Administrator until a date not
later than the expiration date of the Option); or
(iii) the expiration of one (1) year from the date of death of
Optionee or the cessation of employment of Optionee from
the Company by reason of disability (as defined in the
Plan), (unless the exercise period is extended by the
Plan Administrator until a date not later than the
expiration date of the Option).
If Optionee's employment or contractual relationship is terminated from
the Company by death, any Option held by Optionee shall be exercisable only by
the person or persons to whom such Optionee's rights under such Option shall
pass by Optionee's will or by the laws of descent and distribution of the state
or country of Optionee's domicile at the time of death. Unless accelerated
pursuant to Section 5(f) of the Plan, each unvested Option granted pursuant
hereto shall terminate upon Optionee's termination of employment or
2.
contractual relationship with the Company, for any reason whatsoever, including
death or disability.
6. STOCK. In the case of any stock split, stock dividend or likely
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change in the nature of shares granted by this Agreement, the number of shares
and Option price shall be proportionately adjusted as set forth in Section 5(m)
of the Plan.
7. EXERCISE OF OPTION. Each exercise of the Option shall be by means
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of delivery of a Notice of Election to Exercise (attached hereto and marked
Exhibit "A") to the Secretary of the Company at his/her principal executive
office, specifying the number of shares of Common Stock to be purchased and
accompanied by payment in cash, or by certified or cashier's check payable to
the order of the Company, of the full exercise price for the Common Stock to be
purchased. Upon approval of the Plan Administrator, Optionee may pay for all or
any portion of the exercise price by (i) delivery of previously held shares of
Common Stock, (ii) having shares withheld from the amount of shares of Common
Stock to be received by Optionee of (iii) delivery of an irrevocable
subscription agreement obligating Optionee to take and pay for the shares of
Common Stock to be purchased within one (1) year of the date of such exercise.
The shares of Common Stock received or withheld by the Company as payment shall
have a fair market value equal to or greater than the aggregate exercise price
(or portion thereof) to be paid by Optionee upon such exercise. Optionee agrees
to also pay to the Company the amount necessary for the Company to satisfy its
withholding obligations under the Code.
8. OPTIONEE ACKNOWLEDGEMENTS. Optionee acknowledges that he or she
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has read and understands the terms of this Non-Qualified Stock Option Agreement
and the Plan, and that:
(a) The issuance of shares of Common Stock pursuant to the exercise of
the Option, and any resale of the shares of Common Stock, may only be effected
in compliance with applicable state and federal laws and regulations, and that
Optionee may be required to execute and deliver representations and warranties
to that effect prior to the exercise of any portion of the Option;
(b) Optionee is not entitled to any rights as a shareholder with
respect to any shares of Common Stock issuable hereunder until Optionee becomes
a shareholder of record;
(c) The shares of Common Stock subject hereto may be adjusted in the
event of certain changes in the capital structure of the Company or for any
other reason required or permitted by the Plan;
(d) As a condition to the exercise of the Option, Optionee may be
required to make such arrangements as the Plan Administrator requires for the
satisfaction of any federal, state or local withholding tax obligations; and
3.
(e) This Agreement does not constitute an employment agreement nor
does it entitle Optionee to any specific employment or contractual relationship
or to any employment or contractual relationship for a period of time, and that
Optionee's continued employment or contractual relationship with the Company, if
any, shall be at will and is subject to termination in accordance with the
Company's prevailing policies and any other agreement between the Optionee and
the Company.
9. PROFESSIONAL ADVICE. The acceptance and exercise of the Option
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and the sale of Common Stock issued pursuant to the exercise of the Option may
have consequences under federal and state tax and securities laws which may vary
depending on the individual circumstances of Optionee. Accordingly, Optionee
acknowledges that Optionee has been advised to consult his or her personal legal
and tax advisor in connection with this Agreement and Optionee's dealings with
respect to the Option or the Common Stock.
10. NOTICES. Any notice required or permitted to be made or given
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hereunder shall be mailed or delivered personally to the addresses set forth
below, or as changed from time-to-time by written notice to the other:
If to the Company: Cell Therapeutics, Inc.
000 Xxxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attn.: Legal Affairs Dept.
If to the Optionee: [firstname] [name]
[address1]
[address2]
[address3]
[address4]
11. AGREEMENT SUBJECT TO PLAN. The Option and this Agreement
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evidencing and confirming the same are subject to the terms and conditions set
forth in the Plan in any amendments to the Plan existing now or in the future,
which terms and conditions are incorporated herein by reference. A copy of the
Plan previously has been delivered to Optionee. Should any conflict exist
between the provisions of the Plan and those of this Agreement, those of the
Plan shall govern and control. The Agreement and the Plan comprise the entire
understanding between the Company and Optionee with respect to the Option and
shall be construed and enforced under the Laws of the State of Washington.
CELL THERAPEUTICS, INC. COMPANY
By:
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Its:
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4.
OPTIONEE
By:
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[firstname] [name]
5.
EXHIBIT "A"
NOTICE OF ELECTION TO EXERCISE
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This Notice of Election to Exercise shall constitute proper notice
pursuant to Section 5(h) of the Cell Therapeutics, Inc. 1992 Stock Option Plan
(hereinafter referred to as the "Plan") and Section 7 of that certain
Nonqualified Stock Option Agreement (hereinafter referred to as the "Agreement")
dated as of between Cell Therapeutics, Inc.
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(hereinafter referred to as the "Company") and the undersigned.
The undersigned hereby elects to exercise Optionee's option to
purchase shares of common stock of the Company at a purchase price of
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$ per share, for aggregate consideration of $ , on the
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terms and conditions set forth in the Agreement and the Plan. Such aggregate
consideration, in the form specified in Section 7 of the Agreement, accompanies
this Notice.
The undersigned has executed this Notice this day of ,
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.
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[firstname] [name]