Exhibit 99.2
Millennium Pharmaceuticals, Inc.
Terms of Stock Option
GRANTED UNDER 2007 INCENTIVE PLAN
1. GRANT OF OPTION.
This document sets forth terms of the grant by Millennium Pharmaceuticals,
Inc., a Delaware corporation (the "Company"), on the date (the "Grant Date")
indicated on the Notice of Grant of Stock Options (the "Notice") to the
Participant, of an option to purchase, in whole or in part, on the terms
provided herein and in the Company's 2007 Incentive Plan (the "Plan"), a certain
number of shares (the "Shares") of common stock, $.001 par value per share, of
the Company ("Common Stock") at the option price per Share as set forth in the
Notice. Unless earlier terminated, this option shall expire on the expiration
date listed in the Notice (the "Final Exercise Date"). The number of Shares
subject to this option are set forth in the stock plan administration records of
the Company, are listed in the Notice, and may be obtained or verified by the
Participant by contacting the Company's stock plan administrator.
The Notice identifies the option as either an incentive stock option or a
nonstatutory stock option. An incentive stock option is intended to be, and a
nonstatutory stock option is not intended to 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, shall be deemed
to include any person who acquires the right to exercise this option validly
under its terms.
2. VESTING SCHEDULE.
Subject to Section 3 below, this option will become exercisable ("vest") as
indicated in the stock plan administration records of the Company and described
in the Notice.
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.
3. EXERCISE OF OPTION.
(a) FORM OF EXERCISE. Each election to exercise this option shall be in
writing in the form attached to this document, signed by the Participant, and
received by the Company at its principal office, accompanied by payment in full
in the manner provided in the Plan. The Company expects to maintain external
stock plan administration that may include a capability permitting the
Participant to exercise this option electronically. Use of this service is
subject to additional terms and conditions. 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.
(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,
officer or director of, or consultant or advisor to, the Company or any parent
or subsidiary of the Company as defined in Section 424(e) or (f) of the Code
(an "Eligible Participant").
(c) TERMINATION OF RELATIONSHIP WITH THE COMPANY. If the Participant ceases
to be an Eligible Participant for any reason, then the right to exercise this
option shall terminate three months after such cessation, or at the end of such
longer period as provided in paragraphs (d), (e) and (f) below, but in no event
after the Final Exercise Date. In this circumstance, this option shall be
exercisable only to the extent that the Participant was entitled to exercise
this option on the date of such cessation. The rights provided in this paragraph
are subject to the limitations provided in paragraph (g) below.
(d) EXERCISE PERIOD UPON DISABILITY. If the Participant ceases to be an
Eligible Participant immediately following a "Disability" (as defined below)
prior to the Final Exercise Date , this option shall be exercisable within the
period of one year following the date the Participant ceases to be an Eligible
Participant, but in no event after the Final Exercise Date. In this
circumstance, this option shall be exercisable only to the extent that the
Participant was entitled to exercise this option on the date the Participant
ceased to be an Eligible Participant. For purposes of this document,
"Disability" means: (A) if the Participant's employment with the Company is
subject to the terms of an employment agreement between the Participant and the
Company, which employment agreement includes a definition of "Disability", the
term "Disability" as used in this document shall have the meaning set forth in
such employment agreement during the period that such employment agreement
remains in effect or (B) in the absence of such an agreement, a physical or
mental infirmity which impairs the Participant's ability to substantially
perform his or her duties for a period of 180 consecutive days. Notwithstanding
the forgoing, a "Disability" shall also qualify within the meaning of Section
22(e)(3) of the Code. The rights provided in this paragraph are subject to the
limitations provided in paragraph (g) below.
(e) EXERCISE PERIOD UPON DEATH. If the Participant dies prior to the Final
Exercise Date while he or she is an Eligible Participant, this option shall
become immediately exercisable in full and shall be exercisable within the
period of three years following the date of death of the Participant, but in no
event after the Final Exercise Date (it being understood that in the case of an
incentive stock option, the option must be exercised within the period of one
year following the date of death in order for the option to qualify as an
incentive stock option). The rights provided in this paragraph are subject to
the limitations provided in paragraph (g) below.
(f) EXERCISE PERIOD UPON RETIREMENT. If the Participant retires prior to
the Final Exercise Date while he or she is an Eligible Participant, and such
Participant has, at the time of such retirement, served as an employee of the
Company for a period of ten years and has, at the time of cessation, reached the
age of fifty-five, then the right to exercise this option shall terminate three
years after such cessation, but in no event after the Final Exercise Date (it
being understood that in the case of an incentive stock option, the option must
be exercised within the period of three months following the date of cessation
in order for the option to qualify as an incentive stock option). In this
circumstance, this option shall be exercisable only to the extent that the
Participant was entitled to exercise this option on the date of such cessation.
The rights provided in this paragraph are subject to the limitations provided in
paragraph (g) below.
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(g) BREACH OF OBLIGATIONS; DISCHARGE FOR CAUSE. If the Participant, prior
to the Final Exercise Date, violates the non-competition or confidentiality
provisions of any employment, consulting or advisory contract, confidentiality
and 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.
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 the effective date of such discharge. If the
Participant's employment with the Company is subject to the terms of an
employment agreement between the Participant and the Company, which employment
agreement includes a definition of "Cause", the term "Cause" as used in this
document shall have the meaning set forth in such employment agreement during
the period that such employment agreement remains in effect. In the absence of
such an agreement, the term "Cause" shall mean the 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. 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.
5. DISQUALIFYING DISPOSITION.
If the Participant disposes of Shares acquired upon exercise of an
incentive stock option within two years from the Grant Date or one year after
such Shares were acquired pursuant to exercise of an incentive stock option, the
Participant shall notify the Company in writing of such disposition.
6. 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 document.
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NOTICE OF STOCK OPTION EXERCISE
Date: ____________
Millennium Pharmaceuticals, Inc.
40 Landsdowne Street
Cambridge, MA 02139
Attention: Treasurer
Dear Sir or Madam:
I am the holder of a stock option granted to me under the Millennium
Pharmaceuticals, Inc. (the "Company") 2007 Incentive Plan on __________ for the
purchase of _________ shares of Common Stock of the Company at a purchase price
of $__________ per share.
I hereby exercise my option to purchase _________ shares of Common Stock,
for which I have enclosed __________ in the amount of ________. Please register
my stock certificate as follows:
Name(s): _______________________
_______________________
Address: _______________________
Tax I.D. #: _______________________
Very truly yours,
___________________________
(Signature)
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