Exhibit 10.3
GENELABS TECHNOLOGIES, INC.
2001 STOCK OPTION PLAN
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NON-EMPLOYEE DIRECTOR
NONQUALIFIED STOCK OPTION AGREEMENT
Unless otherwise defined herein, capitalized terms used herein shall have the
meanings ascribed to them in the Genelabs Technologies, Inc. 2001 Stock Option
Plan.
1. Grant of Option. Genelabs Technologies, Inc. (the "Company")
hereby grants to the optionee (the "Optionee") named in the Notice of Grant
(the "Notice"), an option (the "Stock Option") to purchase the total number of
Shares set forth in the Notice, at the exercise price per share set forth in
the Notice (the "Exercise Price"), subject to the terms and conditions of the
Company's 2001 Stock Option Plan. The Stock Option may be exercised according
to the vesting schedule set forth in the Notice. The Stock Option will
terminate in full on the date of expiration set forth in the Notice (the
"Expiration Date").
2. Restrictions on Exercise. This Stock Option may not be exercised
unless such exercise is in compliance with the Securities Act and all
applicable state securities laws as they are in effect on the date of exercise
and the requirements of any stock exchange or national market system on which
the Common Stock may be listed at the time of exercise. Optionee understands
that the Company is under no obligation to register, qualify or list the
Shares with the SEC, any state securities commission or any stock exchange or
national market system to effect such compliance.
3. Termination of Option. Except as provided in this section, this
Stock Option shall terminate and may not be exercised if Optionee ceases to be
a director of the Company or any Parent, Subsidiary or Affiliate of the
Company. The Committee shall have the discretion to determine whether Optionee
has ceased to be a director of the Company or any Parent, Subsidiary or
Affiliate of the Company and the effective date of such cessation (the
"Termination Date").
(a) Limitation on Exercise. If the Optionee ceases to be a
director for any reason except death, the Optionee may exercise this
Stock Option until the Expiration Date, to the extent (and only to
the extent) that it is exercisable on the Termination Date. If the
Optionee ceases to be a director because of death, the Optionee's
legal representative may exercise this Stock Option to the extent
(and only to the extent) that they are exercisable on the Termination
Date, within twelve (12) months after the Termination Date, but not
after the Expiration Date. To the extent an Optionee or an Optionee's
legal representative was not entitled to exercise the Stock Option at
the Termination Date, or if an Optionee or an Optionee's legal
representative does not exercise the Stock Option to the extent so
entitled within the time specified herein, the Stock Option shall
terminate.
(b) No Right to Continued Relationship with Company. Nothing
in the Plan or this Option Agreement shall confer on Optionee any
right to continue in any relationship with the Company or any Parent,
Subsidiary or Affiliate of the Company or limit in any way the right
of the Company or any Parent, Subsidiary or Affiliate of the Company
to terminate Optionee's relationship at any time, with or without
cause.
4. Manner of Exercise.
(a) Exercise Agreement. This Stock Option may be exercised
only by delivery (including electronic delivery or other delivery
method approved by the Administrator) to the Company of a written
notice of stock option exercise in a form approved by the
Administrator, stating the number of Shares being purchased, the
restrictions imposed on the Shares, if any, and such representations
and agreements regarding the Optionee's investment intent and access
to information, if any, as may be required by the Company to comply
with applicable securities laws, together with payment in full of the
exercise price for the number of Shares being purchased.
(b) Payment. Payment for the Shares may be made in cash (by
check) or, where permitted by law: (i) by cancellation of
indebtedness of the Company to the Optionee; (ii) by surrender of
Shares having a Fair Market Value equal to the applicable exercise
price of the Stock Option that have been owned by the Optionee for
more than six (6) months (and which have been paid for within the
meaning of SEC Rule 144 and, if such Shares were purchased from the
Company by use of a promissory note, such note has been fully paid
with respect to such shares), or were obtained by the Optionee in the
open public market; (iii) by waiver of compensation due or accrued to
the Optionee for services rendered; (iv) provided that a public
market for the Company's stock exists, through a "same day sale"
commitment from the Optionee and a broker-dealer that is a member of
the National Association of Securities Dealers (an "NASD Dealer")
whereby the Optionee irrevocably elects to exercise the Stock Option
and to sell a portion of the Shares so purchased to pay for the
exercise price and whereby the NASD Dealer irrevocably commits upon
receipt of such Shares to forward the exercise price directly to the
Company; (v) provided that a public market for the Company's stock
exists through a "margin" commitment from the Optionee and an NASD
Dealer whereby the Optionee irrevocably elects to exercise the Stock
Option and to pledge the Shares so purchased to the NASD Dealer in a
margin account as security for a loan from the NASD Dealer in the
amount of the exercise price, and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward the exercise price
directly to the Company; (vi) by any combination of the foregoing; or
(vii) by any other method approved by the Administrator.
(c) Issuance of Shares. Provided that such notice and
payment are in form and substance satisfactory to counsel for the
Company, the Company shall cause the Shares to be issued in the name
of Optionee, Optionee's legal representative or Optionee's assignee.
5. Stock Option Non-Transferable. This Stock Option, and any interest
therein, shall not be transferable or assignable by an Optionee, and may not
be made subject to execution, attachment or similar process, otherwise than by
will or by the laws of descent and distribution, and shall be exercisable
during the lifetime of the Optionee only by such Optionee.
6. No Rights as a Stockholder. Neither the Optionee nor any of the
Optionee's successors in interest shall have any rights as a stockholder of
the Company with respect to any Shares subject to the Stock Option until the
date of issuance of a stock certificate for such Shares.
7. Interpretation. Any dispute regarding the interpretation of this
Stock Option shall be submitted by Optionee or the Company to the Committee,
which shall review such dispute at its next regular meeting. The resolution of
such a dispute by the Committee shall be final and binding on the Company and
on Optionee.
8. Entire Agreement. The Plan is incorporated herein by this
reference. This Option Agreement, the Notice and the Plan constitute the
entire agreement of the parties hereto and supersede all prior undertaking and
agreements with respect to the subject matter hereof.