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Exhibit 10.30
FORM OF AMENDMENT TO STOCK OPTION AGREEMENT
This AMENDMENT is made as of the 17th day of April, 2003 (the
"Effective Date") to the Notice of Grant of Stock Options and Option
Agreement, a copy of which is annexed hereto as EXHIBIT A (the "Option
Agreement") between EPIX Pharmaceuticals, Inc., a Delaware corporation (the
"Company") and the employee whose name appears in the Option Agreement (the
"Optionee").
WHEREAS, the Company has adopted the Amended and Restated 1992 Equity
Incentive Plan, as amended (the "Plan"), to promote the interests of the Company
by providing an incentive for employees, directors and consultants of the
Company or its Affiliates;
WHEREAS, the parties hereto understand and agree that any terms used
and not defined herein have the meanings ascribed to such terms in the Plan and
that any and all references herein to employment of the Optionee by the Company
shall include the Optionee's employment or service as an employee of the Company
or any Affiliate; and
WHEREAS, the Company desires to amend the Option Agreement as set forth
herein to describe the effect upon the options provided for in the Option
Agreement upon the occurrence of an Acquisition Event (as defined in Section 3
below).
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Option Agreement
is hereby amended as follows:
1. The second paragraph of Section 5 of each of the Nonstatutory Stock
Option Terms and Conditions and the Incentive Stock Option Terms and
Conditions section of the Option Agreement is hereby amended and
restated as follows. Upon the occurrence of an Acquisition Event (as
defined in Section 3 below) (regardless of whether such event also
constitutes Change in Control (as defined in Section 3 below)), the
Committee shall provide that this option shall be assumed, or
equivalent options shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof); PROVIDED THAT if such
Acquisition Event also constitutes Change in Control, except to the
extent specifically provided to the contrary in this agreement or any
other agreement between the Optionee and the Company, such assumed or
substituted options shall become immediately exercisable in full if, on
or prior to eighteen months following the date of the consummation of
the Change in Control, a Termination Event (as defined in Section 3
below) occurs.
Notwithstanding the foregoing, if the acquiring or succeeding
corporation (or an affiliate thereof) does not agree to assume, or
substitute for, this option, then the Committee shall (x) upon written
notice to the Optionee, provide that all of the then unexercised
portion of this option (whether or not then exercisable) will become
exercisable in full as of a specified time prior to the Acquisition
Event and will terminate immediately prior to the consummation of such
Acquisition Event, except to the extent exercised by the Optionee
before the consummation of such Acquisition Event, and/or (y)
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in the event of an Acquisition Event under the terms of which holders
of Common Stock will receive upon consummation thereof a cash payment
for each share of Common Stock surrendered pursuant to such
Acquisition Event (the "Acquisition Price"), provide that this option
shall terminate upon consummation of such Acquisition Event and the
Optionee shall receive, in exchange therefor, a cash payment equal to
the amount (if any) by which (A) the Acquisition Price multiplied by
the number of shares of Common Stock subject to this option (whether
or not then exercisable), exceeds (B) the aggregate exercise price of
this option.
2. Following the occurrence of a Change in Control that does not also
constitute an Acquisition Event, except to the extent specifically
provided to the contrary in this agreement or any other agreement
between the Optionee and the Company, this option shall become
immediately exercisable in full if, on or prior to eighteen months
following the date of the consummation of the Change in Control, a
Termination Event occurs.
3. For purposes of Sections 1 and 2, the following terms shall have the
definitions set forth below:
(A) An "Acquisition Event" shall mean:
(i) any merger or consolidation of the Company with or into
another entity as a result of which the Common Stock is
converted into or exchanged for the right to receive
cash, securities or other property; or
(ii) any exchange of shares of the Company for cash,
securities or other property pursuant to a statutory
share exchange transaction; or
(iii) any sale or exchange of all or substantially all of
the assets in one transaction or in a series of
transactions; or
(iv) a reorganization or liquidation of the Company.
(B) "Change in Control" means the occurrence of any of the
following events:
(i) Merger/Sale of Assets. A (i) merger or consolidation of
the Company whether or not approved by the Board of
Directors, other than a merger or consolidation which
would result in the voting securities of the Company
outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being
converted into voting securities of the surviving
entity or the parent of such corporation) at least 50%
of the total voting power represented by the voting
securities of the Company or such surviving entity or
parent of such corporation outstanding immediately
after such merger or consolidation, or (ii) the
stockholders of the Company approve an agreement for
the sale or
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disposition by the Company of all or substantially all
of the Company's assets; or
(ii) Ownership. Any "Person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended) becomes the "Beneficial Owner" (as
defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing
50% or more of the total voting power represented by
the Company's then outstanding voting securities
(excluding for this purpose the Company or its
Affiliates or any employee benefit plan of the Company)
pursuant to a transaction or a series of related
transactions which the Board of Directors does not
approve.
(C) "Cause" shall mean (i) conviction of any felony or any crime
involving moral turpitude or dishonesty; (ii) participation
in a fraud or act of dishonesty against the Company (or, if
applicable, a successor corporation to the Company); (iii)
willful and material breach of the Company's policies (or,
if applicable, a successor corporation to the Company); (iv)
intentional and material damage to the Company's property
(or, if applicable, a successor corporation to the Company);
or (v) material breach of the Optionee's confidentiality
obligations or duties under the Optionee's non-disclosure,
non-competition or other similar agreement with the Company
(or, if applicable, a successor corporation to the Company).
(D) "Termination Event" shall mean the termination of the
Optionee's employment (i) by the Company or the acquiring or
succeeding corporation without Cause; or (ii) by the
Optionee upon written notice given promptly after the
Company's or the acquiring or succeeding corporation's
taking any of the following actions, which actions shall not
have been cured within a 30-day period following such
notice: (a) the principal place of the performance of the
Optionee's responsibilities (the "Principal Location") is
changed to a location outside of a 30 mile radius from the
Principal Location immediately prior to the Change in
Control Event; (b) there is a material reduction in the
Optionee's salary; or (c) there is a material diminution in
the scope of the Optionee's responsibilities without the
Optionee's agreement or without Cause (excluding increases
in responsibility and lateral moves to jobs with similar
descriptions).
4. The vesting schedule as specified in the Option Agreement is
modified as specified herein. Notwithstanding the foregoing, any
adjustments made pursuant to Section 1 or Section 2 above with respect
to Incentive Stock Options shall be made only after the Committee
determines whether such adjustments would constitute a "modification"
of such Incentive Stock Options (as that term is defined in Section
424(h)
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of the Code) or would cause any adverse tax consequences for the
Optionee. If the Committee determines that such adjustments made with
respect to Incentive Stock Options would constitute a modification of
such Incentive Stock Options, it may refrain from making such
adjustments, unless the Optionee specifically requests in writing that
such adjustment be made and such writing indicates that the Optionee
has full knowledge of the consequences of such "modification" on his or
her income tax treatment with respect to the Incentive Stock Option.
5. Except as set forth above, the Option Agreement shall
remain in full force and effect and subject to its terms and conditions
as set forth therein. This Amendment, together with the Option
Agreement, embodies the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersedes
all prior oral or written agreements and understandings relating to the
subject matter hereof. No statement, representation, warranty, covenant
or agreement not expressly set forth in this Amendment shall affect or
be used to interpret, change or restrict, the express terms and
provisions of this Amendment.
IN WITNESS WHEREOF, the Administrator has caused this Amendment to be
executed on its behalf as of the date first above written.
EPIX Pharmaceuticals, Inc.
By:
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Its:
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Accepted by:
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Optionee