Exhibit 10.502
EXHIBIT A
CHIRON CORPORATION
2000-1 FORM STOCK OPTION AGREEMENT
A. MANNER OF EXERCISING OPTION.
1. To the extent exercisable under the Grant Notice and this
Agreement, this Option may be exercised before the Expiration Date set forth in
the Grant Notice (or earlier termination of this Option) by delivering written
notice in such form and to such person as the Corporation specifies. The
exercise date will be the date that this notice is delivered ("Exercise Date").
The Option holder must furnish such documentation as the Corporation may request
to verify that such person has the right to exercise this Option. The holder of
this Option will not have any stockholder rights with respect to the Option
Shares until such person has exercised the Option, paid the Exercise Price and
become a holder of record of the purchased shares.
2. Upon exercise, the Optionee must pay the full Exercise Price to the
Corporation in one or more of the following forms: cash, shares of Common Stock
of the Corporation held by the Option holder for the requisite period to avoid a
charge to the Corporation's earnings and valued as of the Exercise Date, or
delivery in a manner approved by the Corporation of irrevocable instructions to
a broker to promptly deliver to the Corporation the amount of sale or loan
proceeds to pay the Exercise Price. In order to assist in the acquisition of
shares of Common Stock pursuant to this Agreement, the Committee may (but is not
required to) authorize the extension of a loan to Optionee from the Corporation,
the payment by Optionee of the Exercise Price in installments, or a guarantee by
the Corporation of a loan obtained by Optionee from a third party.
3. For purposes of this Option, Fair Market Value of a share of Common
Stock on any date will be determined under the terms of the Plan, which, as long
as the Common Stock is traded on the NASDAQ system and the Committee
administering the Plan does not determine otherwise, will be the average of the
high and low price of one share of Common Stock during NASDAQ's regular trading
session, as determined by the Committee using such publicly available sources as
it may specify.
B. TERMINATION. If the Optionee's employment terminates before the
Expiration Date, this Option will expire early and cease to be exercisable in
accordance with the following provisions. For purposes of these provisions, the
term "employment" includes service as an employee, an independent contractor or
a consultant for the Corporation or a parent or subsidiary entity.
a. If Optionee terminates employment other than by reason of
Retirement, death, a disability that qualifies for benefits under the
Corporation's long-term disability program, or Cause (each as defined below)
during the option term, this Option will terminate on the earlier of the
Expiration Date or 3 months after the date of termination of employment. For
purposes of this paragraph B, an employee who goes on an approved disability
leave will be deemed to have terminated employment on the earlier of the end of
such leave (if Optionee has not returned to employment with the Corporation on
or before the end of such leave) or one year after the beginning of the leave.
b. If Optionee terminates employment by Retirement during the
option term, this Option will terminate on the earlier of the Expiration Date or
36 months after such termination of employment. Retirement means termination of
employment by an employee (by reason other than death or Cause) after all of the
following has occurred (i) the Optionee has completed 5 or more years of
continuous employment, (ii) the Optionee has attained age 55 and (iii) the sum
of the Optionee's age in full years and full years of employment equals at least
65.
c. If Optionee takes an approved disability leave during the
option term and qualifies for benefits under the Corporation's long-term
disability insurance program (but not for Retirement), the Option will terminate
on the earlier of the Expiration Date or 36 months after the start of the leave
d. If Optionee is on an approved leave of absence without pay,
each Vesting Date (i.e., each date on which Optionee would otherwise become
eligible to exercise this option for the initial or additional number of shares
if he or she is then still employed by the Corporation) shall be deferred by the
number of days of such unpaid leave (in excess of 31 in the case of a personal
leave), provided that in the case of a leave during which Optionee has a
statutory or contractual right to reemployment for some period, vesting shall be
deferred by the number of days by which such leave extends beyond the date of
lapse of such right.
e. If Optionee dies while this Option is outstanding, the person
or entity who succeeds to this Option will have the following period to exercise
this Option: (i) if Optionee is employed by the Corporation at the time of
death, the 36 month period following the date of death, (ii) if Optionee
terminated employment before death by reason other than Retirement, Cause or
disability that qualifies for benefits under the Corporation's long-term
disability program, the 12 month period following the date of death or (iii) if
Optionee terminated employment before death by reason of Retirement or
disability that qualifies for benefits under the Corporation's long term
disability program, 36 months after the date of such Retirement or, in the case
of a qualifying disability, the start of the disability leave. However, in no
event can this Option be exercised after the Expiration Date.
f. After Optionee's termination of employment, this Option cannot
be exercised for more than that number of Option Shares (if any) for which it is
exercisable on the date of such termination, provided that, if termination
occurs by reason of death or Retirement (including termination by reason of
disability AFTER becoming eligible for Retirement), then during the 36 month
period of limited exercisability following such termination of employment the
Option will continue to vest and become (and
remain) exercisable as if the Optionee continued as an employee during such
period. Upon the expiration of any applicable limited period of exercise or (if
earlier) upon the Expiration Date, this Option will terminate and cease to be
outstanding.
g. Notwithstanding any provision of this Agreement to the
contrary, if Optionee's employment is terminated for Cause or if, during any
limited period of exercisability following termination of employment by reason
of Retirement or disability that qualifies for benefits under the Corporation's
long-term disability program, Optionee engages in any activity which would
justify termination for Cause, then this Option will terminate and cease to be
outstanding on the date of such termination of employment or, if such activity
occurs after termination of employment, the date the Optionee engages in such
activity. For purposes of this Agreement, Cause includes, but is not be limited
to, (i) any act of dishonesty, willful misconduct, fraud or embezzlement,
committed while an employee or which is against the Corporation, its parent or
one of its subsidiaries (the "Companies") or (ii) any unauthorized disclosure of
confidential information or trade secrets of any of the Companies (whether or
not in violation of any confidentiality agreement). If any provision of this
paragraph contravenes or is invalid under the applicable laws of any state, this
entire paragraph will not be invalidated, but will be construed and enforced
insofar as the laws of that state are concerned as not containing the particular
provision or provisions that is invalid in that state.
C. CHANGE IN CONTROL. If the Corporation or its stockholders enter into an
agreement to dispose of all or substantially all of the assets or outstanding
capital stock of the Corporation by means of sale, merger, reorganization or
liquidation then this Option, to the extent not previously exercised or
terminated, may be exercised, immediately before the consummation of such sale,
merger, reorganization or liquidation with respect to all the shares of Common
Stock purchasable under this Option. However, no such acceleration will occur if
the agreement requires that each outstanding option will be either assumed by
the successor corporation or its parent or replaced with a comparable option to
purchase shares of capital stock of the successor corporation or parent thereof.
The Committee will determine such comparability, and its determination will be
final, binding and conclusive. Upon consummation of the sale, merger,
reorganization or liquidation contemplated by the agreement, this Option,
whether or not accelerated, will terminate and cease to be exercisable, unless
assumed pursuant to a written agreement by the successor corporation or parent
thereof. This Agreement does not in any way affect the right of the Corporation
to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
D. ADJUSTMENT IN OPTION SHARES. If there is a stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration, appropriate adjustments will be made to (i) the total
number and/or class of securities subject to this Option and (ii) the Exercise
Price in order to reflect such change and thereby preclude a dilution or
enlargement of benefits hereunder.
E. LIMITED TRANSFERABILITY. This Option cannot be transferred or assigned
other than by will or by the laws of descent and distribution and, during
Optionee's lifetime, can only be exercised by Optionee, unless and to the extent
that this Option is originally designated a Non-Statutory Option, in which case,
subject to such limitations as the Company may establish from time to time for
administrative and regulatory compliance reasons (including continued
eligibility of Registration Form-S-8), this Option may be assigned by Optionee
by gift or pursuant to a domestic relations order to one or more of Optionee's
family members or an entity owned, benefiting or controlled by the Optionee or
one or more of Optionee's family members. Notwithstanding the foregoing, the
Optionee may also designate a beneficiary to whom this Option will automatically
be transferred if still outstanding upon the Optionee's death. The terms of this
Option are binding upon the executors, administrators, successors and assigns of
the Optionee.
F. COMPLIANCE WITH PLAN, LAWS AND REGULATIONS. The exercise of this Option
and the issuance of the Option Shares upon such exercise is subject to the terms
of the Plan and compliance by the Corporation and Optionee with all applicable
laws and with all applicable regulations of any stock exchange on which the
Common Stock is listed for trading at the relevant time. If the Corporation
cannot obtain approval from any regulatory body having authority deemed by the
Corporation to be necessary to the lawful issuance of Common Stock pursuant to
this Option, the Corporation will not have any liability with respect to the
failure to issue the Common Stock as to which such approval is not obtained.
G. ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE OPTION. If this Option is
designated an Incentive Option in the Grant Notice, the following terms and
conditions will also apply to the grant:
a. This Option will not qualify for favorable tax treatment as an
Incentive Option to the extent that it is exercised: (A) more than 3 months
after the date Optionee ceases to be an employee for any reason other than death
or permanent and total disability or (B) more than 12 months after the date
Optionee ceases to be an employee by reason of permanent and total disability.
For this purpose (i) permanent and total disability means the inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months and (ii) an employee on a leave of absence will be
deemed to have terminated employment on the 91st day after the employee no
longer has a contractual or statutory right to reemployment.
b. To the extent that the aggregate Fair Market Value of the
stock for which options intended to be Incentive Options first become
exercisable during any calendar year (under this Plan or any other plan of the
Corporation or any parent or subsidiary and whether by reason of initial
installment exercisability or acceleration of exercisability upon a Change in
Control) would exceed $100,000 in the aggregate, the options shall not qualify
as Incentive Options, but shall be exercisable as Non-Statutory Options. The
foregoing limit will be applied by taking into account options in the order in
which they were granted.
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