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EXHIBIT 10.21
SPECIMEN OF STOCK OPTION GRANT IN CONNECTION WITH 1993 NON-EMPLOYEE DIRECTOR
STOCK PLAN
STOCK OPTION GRANT
1. GRANT OF OPTION
Advanced Magnetics, Inc., a Delaware corporation (the "Company"), hereby
grants to ______________(the "Director"), an option to purchase __________
shares of Common Stock, $0.01 par value per share, of the Company as
hereinafter set forth, pursuant and subject to the terms and provisions of
the Company's 1993 STOCK PLAN (the "Plan").
All terms which are defined in the Plan shall have the same meanings
herein.
2. VESTING OF OPTION
This Option shall be exercisable in cumulative installations, as follows:
<Table>
<Caption>
Date Exercised Number of Shares Exercisable
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On or ________________
AFTER ____________and on or BEFORE _____________________
AFTER ___________ and on or BEFORE _____________________
AFTER ____________and on or BEFORE _____________________
AFTER ______________ _____________________
</Table>
3. TERM OF OPTION
This Option shall TERMINATE in ______ YEARS on _____________.
4. EXERCISE PRICE
The EXERCISE PRICE of this Option shall be __________ ($_____) per share.
5. EXERCISE AND PAYMENT
(a) METHOD OF PAYMENT. This Option shall be exercisable by delivery to the
Company of written notice of exercise, specifying the number of shares
for which this Option is being exercised (subject to Section 2
hereof), together with payment to the Company for the total exercise
price thereof in cash, by check or, subject to the consent of the
Company, by Common Stock of the Company owned by the Director or by
some combination thereof.
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(b) VALUATION OF SHARES TENDERED IN PAYMENT OF PURCHASE PRICE. For the
purposes hereof, the fair market value of any share of the Company's
Common Stock which may be delivered to the Company in exercise of this
Option shall be determined in good faith by the Board of Directors of
the Company.
(c) DELIVERY OF SHARES TENDERED IN PAYMENT OF PURCHASE PRICE. If the
Company permits the Director to exercise Options by delivery of shares
of Common Stock of the Company, the certificate or certificates
representing the shares of Common Stock of the Company to be delivered
shall be duly executed in blank by the Director or shall be
accompanied by a stock power duly executed in blank suitable for
purposes of transferring such shares to the Company. Fractional shares
of Common Stock of the Company will not be accepted in payment of the
purchase price of shares acquired upon exercise of this Option.
6. EFFECT OF TERMINATION OF DIRECTORSHIP OR DEATH
This Option shall not be assignable or transferable either voluntarily or
by operation of law, except as set forth in this Section 6.
In the event that the Director during his or her lifetime ceases to be a
director of the Company or of any Subsidiary for any reason, other than
death or disability, any unexercised portion of this Option which was
otherwise exercisable on the date of termination of his or her directorship
shall expire unless exercised within three months of that date, but in no
event after the expiration of the term hereof.
In the event of the death or disability of the Director (i) while an
director of the Company or any Subsidiary, or (ii) during the three-month
period following termination of his or her directorship for any reason
other than death or disability, this Option shall be exercisable for the
number of shares otherwise exercisable on the date of death or disability,
by the Director or his or her personal representatives, heirs or legatees,
as the case may be, at any time prior to the expiration of one (1) year
from the date of the death or disability of the Director, but in no event
after the expiration of the term hereof.
7. DIRECTORSHIP
Nothing contained in this Option or in the Plan shall be construed as
giving the Director any right to be retained as a director of the Company
or any of its Subsidiaries.
8. WITHHOLDING TAXES
The Director acknowledges and agrees that the Company has the right to
deduct from payments of any kind otherwise due to the Director any federal,
state or local taxes of any kind required by law to be withheld with
respect to exercise of this Option.
9. PLAN PROVISIONS
Except as otherwise expressly provided herein, this Option and the rights of
the Director hereunder shall be subject to and governed by the terms and
provisions of the Plan, including without limitation the provisions of Section 4
thereof. Exhibit 10.20
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10. DIRECTOR REPRESENTATION; STOCK CERTIFICATE LEGEND
The Director hereby represents that he or she has received and read the
Prospectus filed with the Securities and Exchange Commission as a part of
the Registration Statement on Form S-8, which registered the shares under
the Plan.
If the Director is an "affiliate" of the Company (as defined in Rule 144
promulgated under the Securities Act of 1933), all stock certificates
representing shares of Common Stock issued to such Director pursuant to
this Option shall have affixed thereto legends substantially in the
following form:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act") and may not
be sold, transferred or assigned unless such shares are registered
under the Act or an opinion of counsel, satisfactory to the
corporation, is obtained to the effect that such sale, transfer or
assignment is exempt from the registration requirements of the Act."
11. NOTICE
Any notice required to be given under the terms of this Option shall be
properly addressed as follows: to the Company at its principal executive
offices, and to the Director at his or her address set forth below, or at
such other address as either of such parties may hereafter designate in
writing to the other.
12. NON-QUALIFIED STOCK OPTION
It is understood that this Option is not intended to qualify as an
"incentive stock option" as defined in Section 422 of the Internal Revenue
Code.
13. ENFORCEABILITY
This Option shall be binding upon the Director, his or her estate, and his
or her personal representatives and beneficiaries.
14. EFFECTIVE DATE
The effective DATE of this Option is ____________.
IN WITNESS WHEREOF, this Option has been executed by a duly authorized
officer of the Company as of the effective date.
Advanced Magnetics, Inc.
By:
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Director's Acceptance
The undersigned hereby accepts this Option and
agrees to the terms and provisions set forth in this
Option and in the Plan (a copy of which has been
delivered to him/her).
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(Signature of Director)
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(Print Name of Director)
Address: ------------------------------
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Date: ------------------------------
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