EXHIBIT 10.2
NASTECH PHARMACEUTICAL COMPANY INC.
2004 STOCK INCENTIVE PLAN
AMENDMENTS TO CERTAIN GRANT AGREEMENTS
WHEREAS, an Incentive Stock Option Grant Agreement (the "ISO"), a
Nonqualified Stock Option Grant Agreement (the "NQSO") and a Restricted Stock
Grant Agreement (the "RGSA") (collectively, the "Agreements") were entered into
as of the 20th day of July 2005 by and between Nastech Pharmaceutical Company
Inc. (the "Company"), a Delaware corporation, and Steven C. Quay, M.D., Ph.D.
(the "Grantee"); and
WHEREAS, the Company wishes to amend the Agreements to clarify the
provisions thereof and the Grantee wishes to acknowledge and confirm said
clarifications;
NOW, THEREFORE, the undersigned do hereby agree to the following
amendments to the Agreements:
Section 2.1 of the ISO and of the NQSO shall be revised to replace
the first word of each such section ("Unless") with "Subject to the further
provision of this Agreement, and unless".
Section 3.1 of the Restricted Stock Grant Agreement - Replace the first
sentence thereof with the following language: In the event that the Grantee's
employment (which for purposes of this Agreement shall include service as a
director or consultant) with the Company and all of the Company's subsidiaries
terminates for any reason other than as otherwise provided below, all unvested
shares of Restricted Stock, together with any property in respect of such shares
held by the custodian pursuant to Section 4.3 hereof, shall be forfeited as of
the date of such termination of employment and the Grantee promptly shall return
to the Company any certificates evidencing such shares. Notwithstanding the
foregoing or any other provision of this Agreement to the contrary, if such
termination occurs as a result of the Company terminating the employment of the
Grantee prior to December 31, 2009 against his will and without Cause (as
defined in the Grantee's employment agreement dated as of June 3, 2005), or the
Grantee terminating his employment prior to December 31, 2009 for Good Reason
(as defined in the Grantee's employment agreement dated as of June 3, 2005), all
unvested shares of Restricted Stock shall become immediately and fully vested.
Furthermore, the foregoing provisions of this Section 3.1 shall be subject to
the provisions of Section 21 of the Grantee's employment agreement dated as of
June 3, 2005.
Section 3.2 of the ISO and of the NQSO - Revise the fifth sentence of each
such section to read as follows: The Committee hereby irrevocably approves the
other means of payment set forth in section 6.(g) of Grantee's Employment
Agreement dated as of June 3, 2005 (the "Employment Agreement").
Section 4.1 of the RGSA shall be revised in its entirety to read as
follows: Until a share of Restricted Stock vests, such share shall not be sold
or otherwise transferred voluntarily by the Grantee except to members of his
immediate family or to a trust for the benefit of Grantee and/or
member(s) of his immediate family and/or to a partnership, limited liability
company, and/or other entity owned by Grantee and/or by member(s) of his
immediate family (transfers to such persons being referred to herein as "exempt
transfers"); and, notwithstanding any such exempt transfer, the share shall
remain subject to the foregoing transfer restriction until it lapses or
terminates as provided for by the Grantee's employment agreement dated as of
June 3, 2005.
Section 4.1 of the ISO and of the NQSO shall be revised to (a) replace the
first word of each such section ("Unless") with "Subject to the further
provision of this Agreement, and unless", and (b) replace the last word of each
such section ("reason.") with the following language: reason. Notwithstanding
the foregoing or any other provision of this Agreement to the contrary, if such
termination occurs as a result of the Company terminating the employment of the
Grantee prior to December 31, 2009 against his will and without Cause (as
defined in the Grantee's employment agreement dated as of June 3, 2005), or the
Grantee terminating his employment prior to December 31, 2009 for Good Reason
(as defined in the Grantee's employment agreement dated as of June 3, 2005), the
Option shall be fully vested and exercisable and shall remain exercisable for
the remainder of the term set forth in Section 1.2 hereof. Furthermore, the
foregoing provisions of this Section 4.1 shall be subject to the provisions of
Section 21 of the Grantee's employment agreement dated as of June 3, 2005.
Section 4.2 of the ISO and of the NQSO shall be revised to replace the
phrase "vested as of the date of termination" in each such section with "vested
as of the date of termination (including any part of the Option as to which
vesting was accelerated by, or in connection with, such termination)".
Sections 4.2, 4.3 and 4.4 of the ISO shall be revised to replace the last
word of each such section ("option.") with "option, and the Option shall remain
exercisable as such in accordance with the terms of this Agreement."
Section 5.3 of the ISO and of the NQSO shall be revised to (a) replace the
first word of each such section ("The") with "Subject to section 6.(g) of the
Employment Agreement, the", (b) replace the word "require" in the second
sentence of each such section with "request", and (c) delete the last sentence
of each such section.
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IN WITNESS WHEREOF, the parties have executed these Amendments as of the
date first above written.
NASTECH PHARMACEUTICAL COMPANY INC.
By: /s/ PHILIP C. RANKER
--------------------
Philip C. Ranker
Vice President of Finance and
Acting Chief Financial Officer
GRANTEE
/s/ STEVEN C. QUAY
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Dr. Steven C. Quay
Chairman of the Board, President and
Chief Executive Officer
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