EXHIBIT 10.2
SOMANTA PHARMACEUTICALS, INC.
2005 EQUITY INCENTIVE PLAN
NOTICE OF STOCK OPTION GRANT
You have been granted the following option to purchase shares of the
Common Stock of Somanta Pharmaceuticals, Inc. (the "Company"):
Name of Optionee:
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Total Number of Shares:
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Type of Option: [ISO] [NSO]
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Exercise Price Per Share: $
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Date of Grant:
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Vesting Commencement Date:
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Vesting Schedule: This option becomes exercisable with respect
to the first ______% of the Shares subject
to this option when you complete _____
months of continuous "Service" (as defined
in the Plan) from the Vesting Commencement
Date. Thereafter, this option becomes
exercisable with respect to an additional
_____% of the Shares subject to this option
when you complete each month of Service.
Expiration Date: ___________. This option expires earlier if
your Service terminates earlier, as
described in the Stock Option Agreement.
You and the Company agree that this option is granted under and governed by the
terms and conditions of the 2005 Equity Incentive Plan (the "Plan") and the
Stock Option Agreement, both of which are attached to and made a part of this
document.
You further agree that the Company may deliver by email all documents relating
to the Plan or this option (including, without limitation, prospectuses required
by the Securities and Exchange Commission) and all other documents that the
Company is required to deliver to its security holders (including, without
limitation, annual reports and proxy statements). You also agree that the
Company may deliver these documents by posting them on a web site maintained by
the Company or by a third party under contract with the Company. If the Company
posts these documents on a web site, it will notify you by email.
OPTIONEE: SOMANTA PHARMACEUTICALS, INC.
____________________________________ By: __________________________________
Title: _______________________________
THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.
SOMANTA PHARMACEUTICALS, INC.
2005 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
1. Tax Treatment. This option is intended to be an incentive
stock option under section 422 of the Internal Revenue Code or a nonstatutory
stock option, as provided in the Notice of Stock Option Grant.
2. Vesting. This option becomes exercisable in installments, as
shown in the Notice of Stock Option Grant.
3. Term. This option expires in any event at the close of
business at Company headquarters on the day before the 10th anniversary of the
Date of Grant, as shown in the Notice of Stock Option Grant. (It will expire
earlier if your Service terminates, as described below.)
4. Regular Termination. If your Service terminates for any reason
except death or total and permanent disability, then this option will expire at
the close of business at Company headquarters on the date three months after
your termination date. The Company determines when your Service terminates for
this purpose.
5. Death. If you die before your Service terminates, then this
option will expire at the close of business at Company headquarters on the date
12 months after the date of death.
6. Disability. If your Service terminates because of your total
and permanent disability, then this option will expire at the close of business
at Company headquarters on the date 12 months after your termination date. For
all purposes under this Agreement, "total and permanent disability" means that
you are unable 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 one year.
7. Leaves of Absence and Part-Time Work. For purposes of this
option, your Service does not terminate when you go on a military leave, a sick
leave or another bona fide leave of absence, if the leave was approved by the
Company in writing and if continued crediting of Service is required by the
terms of the leave or by applicable law. But your Service terminates when the
approved leave ends, unless you immediately return to active work. If you go on
a leave of absence, then the vesting schedule specified in the Notice of Stock
Option Grant may be adjusted in accordance with the Company's leave of absence
policy or the terms of your leave. If you commence working on a part-time basis,
then the vesting schedule specified in the Notice of Stock Option Grant may be
adjusted in accordance with the Company's part-time work policy or the terms of
an agreement between you and the Company pertaining to your part-time schedule.
8. Restrictions on Exercise. The Company will not permit anyone
to exercise this option if the issuance of shares at that time would violate any
law or regulation.
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9. Notice of Exercise. When you wish to exercise this option, you
must notify the Company by filing the proper "Notice of Exercise" form at the
address given on the form. Your notice must specify how many shares you wish to
purchase. Your notice must also specify how your shares should be registered.
The notice will be effective when the Company receives it. If another person
wants to exercise this option after it has been transferred to him or her, that
person must prove to the Company's satisfaction that he or she is entitled to
exercise this option. That person must also complete the proper "Notice of
Exercise" form (as described above) and pay the exercise price (as described
below).
10. Form of Payment. When you submit your notice of exercise, you
must include payment of the option exercise price for the shares that you are
purchasing. Payment may be made in one (or a combination of two or more) of the
following forms:
(a) Your personal check, a cashier's check or a money
order.
(b) Certificates for shares of Company stock that you
own, along with any forms needed to effect a transfer of those shares to the
Company. The value of the shares, determined as of the effective date of the
option exercise, will be applied to the option exercise price. Instead of
surrendering shares of Company stock, you may attest to the ownership of those
shares on a form provided by the Company and have the same number of shares
subtracted from the option shares issued to you. However, you may not surrender,
or attest to the ownership of, shares of Company stock in payment of the
exercise price if your action would cause the Company to recognize compensation
expense (or additional compensation expense) with respect to this option for
financial reporting purposes.
(c) Irrevocable directions to a securities broker
approved by the Company to sell all or part of your option shares and to deliver
to the Company from the sale proceeds an amount sufficient to pay the option
exercise price and any withholding taxes. (The balance of the sale proceeds, if
any, will be delivered to you.) The directions must be given by signing a
special "Notice of Exercise" form provided by the Company.
11. Withholding Taxes and Stock Withholding. You will not be
allowed to exercise this option unless you make arrangements acceptable to the
Company to pay any withholding taxes that may be due as a result of the option
exercise. With the Company's consent, these arrangements may include withholding
shares of Company stock that otherwise would be issued to you when you exercise
this option. The value of these shares, determined as of the effective date of
the option exercise, will be applied to the withholding taxes.
12. Restrictions on Resale. You agree not to sell any option
shares at a time when applicable laws, Company policies or an agreement between
the Company and its underwriters prohibit a sale. This restriction will apply as
long as your Service continues and for such period of time after the termination
of your Service as the Company may specify.
13. Transfer of Option. In general, only you may exercise this
option prior to your death. You may not transfer or assign this option, except
as provided below. For instance, you may not sell this option or use it as
security for a loan. If you attempt to do any of these things, this option will
immediately become invalid. You may, however, dispose of this option in your
will or in a beneficiary designation. However, if this option is designated as a
nonstatutory stock option in the Notice of Stock Option Grant, then the
"Committee" (as defined in the Plan) may, in its sole discretion, allow you to
transfer this option as a gift to one or more family members. For purposes of
this Agreement, "family member" means a child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law (including adoptive relationships), any individual sharing your
household (other than a tenant or employee), a trust in which one or more of
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these individuals have more than 50% of the beneficial interest, a foundation in
which you or one or more of these persons control the management of assets, and
any entity in which you or one or more of these persons own more than 50% of the
voting interest. In addition, if this option is designated as a nonstatutory
stock option in the Notice of Stock Option Grant, then the Committee may, in its
sole discretion, allow you to transfer this option to your spouse or former
spouse pursuant to a domestic relations order in settlement of marital property
rights. The Committee will allow you to transfer this option only if both you
and the transferee(s) execute the forms prescribed by the Committee, which
include the consent of the transferee(s) to be bound by this Agreement.
14. Retention Rights. Your option or this Agreement does not give
you the right to be retained by the Company or a subsidiary of the Company in
any capacity. The Company and its subsidiaries reserve the right to terminate
your Service at any time, with or without cause.
15. Stockholder Rights. You (or your estate, heirs or transferee)
have no rights as a stockholder of the Company until you (or your estate, heirs
or transferee) have exercised this option by giving the required notice to the
Company and paying the exercise price. No adjustments are made for dividends or
other rights if the applicable record date occurs before this option is
exercised, except as described in the Plan.
16. Adjustments. In the event of a stock split, a stock dividend
or a similar change in Company stock, the number of shares covered by this
option and the exercise price per share may be adjusted pursuant to the Plan.
17. Applicable Law. This Agreement will be interpreted and
enforced under the laws of the State of New York (without regard to their
choice-of-law provisions).
18. The Plan and Other Agreements. The text of the Plan is
incorporated in this Agreement by reference. This Agreement and the Plan
constitute the entire understanding between you and the Company regarding this
option. In the event of any conflict between this Agreement and the Plan, the
provisions of the Plan shall control. Any prior agreements, commitments or
negotiations concerning this option are superseded. This Agreement may be
amended only by another written agreement between the parties.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL
OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
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