Exhibit 10.2
COR
COR THERAPEUTICS, INC
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1998 Non-Officer Equity Incentive Plan
Non-Qualified Stock Option Agreement
COR Therapeutics, Inc. (the "Company"), pursuant to its 1998 Non-Officer
Equity Incentive Plan (the "Plan"), has granted to you, the optionee named on
page 1 of this Notice of Grant of Stock Options and Option Agreement, an option
to purchase shares of the common stock of the Company ("Common Stock"). This
option is not intended to qualify as and will not be treated as an "incentive
stock option" within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's employees
and consultants. Defined terms not explicitly defined in this agreement but
defined in the Plan shall have the same definitions as in the Plan.
The details of your option are as follows:
1. Total Number Of Shares Subject To This Option. The total number of shares
of Common Stock subject to this option is indicated on page 1 of this Notice of
Grant of Stock Options and Option Agreement. Subject to the limitation contained
herein, this option shall be exercisable on or after the date of vesting
applicable to each installment as shown on the vesting schedule on page 1 of
this Notice of Grant of Stock Options and Option Agreement.
2. Exercise Price And Method Of Payment.
(a) The exercise price of this option is indicated on page 1 of this Notice
of Grant of Stock Options and Option Agreement and is not less than the
fair market value of the Common Stock on the date of grant of this
option.
(b) Payment of the exercise price is due in full upon exercise of all or
any part of each installment which has accrued to you. You may elect,
to the extent permitted by applicable statutes and regulations, to make
payment of the exercise price under one of the following alternatives:
(i) Payment in cash (including check) at the time of exercise;
(ii) Payment pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board which, prior to the
issuance of Common Stock, results in either the receipt of cash
(or check) by the Company or receipt of irrevocable instructions
to pay the aggregate exercise price to the Company from the sale
proceeds;
(iii) Provided that at the time of exercise the Company's Common Stock
is publicly traded and quoted regularly in The Wall Street
Journal, payment by delivery of already-owned shares of Common
Stock, held for the period required to avoid a charge to the
Company's reported earnings, and owned free and clear of any
liens, claims, encumbrances, or security interests, which Common
Stock shall be valued at its fair market value on the date of
exercise; or
(iv) Payment by a combination of the above methods.
3. Whole Shares. The minimum number of shares with respect to which this
option may be exercised at any one time is one hundred (100) shares, except (a)
as to an installment subject to exercise, as set forth in paragraph 1 above,
which amounts to fewer than one hundred (100) shares, in which case, as to the
exercise of that installment, the number of shares in such installment shall be
the minimum number of shares, and (b) with respect to the final exercise of this
option, this minimum shall not apply. In no event may this option be exercised
for any number of shares which would require the issuance of anything other than
whole shares.
4. Securities Law Compliance. Notwithstanding anything to the contrary
contained herein, this option may not be exercised unless the shares issuable
upon exercise of this option are then registered under the Securities Act of
1993, as amended (the "Securities Act") or, if such shares are not then so
registered, the Company has determined that such exercise and issuance would be
exempt from the registration requirements of the Securities Act and the
registration or qualification requirements of applicable state securities laws.
5. Term. The term of this option commences on the date of grant as indicated
on page 1 of this Notice of Grant of Stock Options and Option Agreement and
expires at close of business on the "Expiration Date," which is the day before
the tenth anniversary of the date of grant, unless this option expires sooner
as set forth below or in the Plan. In no event may this option be exercised
after the Expiration Date. This option shall terminate prior to the Expiration
Date on the date which is three (3) months after the termination of your
Continuous Service with the Company or an Affiliate for any reason or no reason
unless:
(a) Termination of your Continuous Service is due to your permanent and
total disability (within the meaning of Section 422(c)(6) of the Code),
in which event this option will expire on the earlier of the Expiration
Date set forth above or twelve (12) months following such termination
of Continuous Service; or
(b) Termination of your Continuous Service is due to your death, in which
event this option will expire on the earlier of the Expiration Date set
forth above or eighteen (18) months after your death; or
(c) During any part of such three (3) month period the option is not
exercisable solely because of the condition set forth in paragraph 4
above, in which event this option will not expire until the earlier of
the Expiration Date set forth above or until it shall have been
exercisable for an aggregate period of three (3) months after
termination of your Continuous Service.
However, this option may be exercised following termination of your
Continuous Service only as to that number of shares as to which it was
exercisable on the date of termination of your Continuous Service under the
provisions of paragraph 1 of this option.
6. Exercise.
(a) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to
such other person as the Company may designate, during regular business
hours, together with such additional documents as the Company may then
require pursuant to the Plan.
(b) By exercising this option you agree that, as a precondition to the
completion of any exercise of this option, the Company may require you
to enter into an arrangement providing for the payment by you to the
Company of any tax withholding obligation of the Company arising by
reason of (i) the exercise of this option, (ii) the lapse of any
substantial risk of forfeiture to which the shares are subject at the
time of exercise, or (iii) the disposition of shares acquired upon such
exercise.
7. Transferability. This option is not transferable, except by will or by the
laws of descent and distribution or pursuant to a domestic relations order, and
is exercisable during your life only by you. Notwithstanding the foregoing, by
delivering written notice to the Company, in a form satisfactory to the Company,
you may designate a third party who, in the event of your death, shall
thereafter be entitled to exercise this option.
8. Option Is Not An Employment Contract. This option is not an employment
contract and nothing in this option shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the Company
or an Affiliate, or of the Company or an Affiliate to continue your employment.
In addition, nothing in this option shall obligate the Company or any Affiliate,
or their respective directors, officers, or employees, to continue any
relationship which you might have as a consultant to the Company or an
Affiliate.
9. Notices. Any notices provided for in this option or the Plan shall be given
in writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the address specified
in the Company records or at such other address as you hereafter designate by
written notice to the Company.
10. Governing Plan Document. This option is subject to all the provisions of
the Plan, a copy of which is available upon request, and its provisions are
hereby made a part of this option, including, without limitation, the provisions
of paragraph 6 of the Plan relating to option provisions, and is further subject
to all interpretations, amendments, rules, and regulations which may from time
to time be promulgated and adopted pursuant to the Plan. In the event of any
conflict between the provisions of this option and those of the Plan, the
provisions of the Plan shall control.