NON-QUALIFIED
STOCK OPTION AWARD AGREEMENT
Progenics
Pharmaceuticals, Inc.
2005
Stock Incentive Plan – Grant # NUMBER
This Award Agreement (the “Agreement”)
made as of this DATE, between Progenics Pharmaceuticals, Inc., a Delaware
corporation (the “Company”), and NAME (the “Optionee”), is made pursuant to the
terms of the Progenics Pharmaceuticals, Inc. 2005 Stock Incentive Plan (the
“Plan”). Capitalized terms used herein but not defined shall have the
meanings set forth in the Plan.
Section
1
.
Grant of
Option
. The Company grants to the Optionee, on the terms and
conditions set forth herein, an option (the “Option”) for the purchase of NUMBER
shares of the Company’s common stock (the “Option Shares”), par value $0.0013
per share (the “Common Stock”), effective as of the date hereof (the “Date of
Grant”).
Section
2
.
Exercise
Price
. The exercise price per share of the Option shall be
$PRICE, which is the Fair Market Value (as defined in the Plan) of a share of
Common Stock as of the Date of Grant (the “Option Price”).
Section
3
.
Vesting of
Option
. The Option shall vest and become exercisable in
accordance with the following vesting schedule, subject to the Optionee’s
continued employment with the Company or any Subsidiary on each such vesting
date:
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Total
Option Shares Subject to Exercise
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Incremental
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Cumulative
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Section
4
.
Option
Term
. The Option Shares that become vested pursuant to Section
3 hereof may be purchased at any time on or after the date of such vesting and
prior to the expiration of the term of the Option (the “Option
Term”). The Option Term shall expire on the day prior to the tenth
anniversary of the Date of Grant, unless earlier terminated in accordance with
the terms of the Plan or upon termination of the Optionee’s employment with the
Company or any Subsidiary (“Termination of Employment”) in accordance with
Section 5 hereof. Upon the expiration of the Option Term, any
unexercised Option Shares shall be cancelled and shall be of no further force or
effect.
Section
5
.
Termination of
Employment
.
(a)
General
. Subject
to the following provisions of this Section 5, in the event of a Termination of
Employment for any reason prior to the date that the Option becomes vested in
accordance with Section 3 hereof, the Optionee shall forfeit the Optionee’s
interest in any Option Shares that have not yet become vested, which shall be
cancelled and be of no further force or effect. In the event of a
Termination of Employment for any reason following any applicable vesting date,
the Optionee shall retain the right to purchase any Option Shares that have
previously become vested in accordance with the terms hereof until the
expiration of 90 days following the effective date of such Termination of
Employment (or the expiration of the original ten-year Option Term, if
earlier).
(b)
Cause
. Notwithstanding
the provisions of Section 5(a) hereof, in the event of a Termination of
Employment for “Cause” (as defined below), the Optionee’s right to purchase any
Option Shares, whether or not vested, shall immediately terminate and all rights
thereunder shall cease. For purposes hereof, termination for “Cause”
shall include (i) the Optionee’s willful and continued failure to substantially
perform the Optionee’s duties to the Company; (ii) the Optionee’s conviction
for, or plea of
nolo
contendere
to,
a felony or any crime
involving moral turpitude; (iii) the Optionee’s engagement in any malfeasance,
fraud or dishonesty of a substantial nature in connection with the Optionee’s
position with the Company; or (iv) such other willful act by the Optionee that
materially damages the reputation of the Company. Notwithstanding the
foregoing, if the Optionee is a party to an employment or similar agreement with
the Company or any Subsidiary, the term “Cause” shall, for the purposes of this
Agreement, have the same meaning set forth in such employment or similar
agreement if and to the extent such term is defined therein.
(c)
Death or
Disability
. Notwithstanding the provisions of Section 5(a)
hereof, in the event of a Termination of Employment as a result of death or
Disability following any applicable vesting date, the Optionee, or the
Optionee’s legal representative, shall retain the right to purchase any Option
Shares that have previously become vested in accordance with the terms hereof
until the expiration of 12 months following the date of such Termination of
Employment (or the expiration of the original ten-year Option Term, if
earlier).
(d)
Termination without Cause
following a Change in Control
. Notwithstanding the provisions
of Section 5(a) hereof, in the event of a Termination of Employment by the
Company without “Cause” (as defined in Section 5(b) hereof) during the period
beginning on the date of the consummation of a Change in Control (as defined in
Section 13.2 of the Plan) and ending on the first anniversary thereof, each
Option shall vest and become fully and immediately exercisable, provided that
the respective Option remains outstanding immediately prior to the Termination
of Employment, and shall remain exercisable until the expiration of the 90 days
following the effective date of such Termination of Employment (or the
expiration of the original ten-year Option Term, if earlier).
Section
6
.
Procedure for
Exercise
.
(a)
Notice of
Exercise
. The Option may be exercised, in whole or in part,
and whole Option Shares may be purchased, at any time during the term hereof by
notice to the Company in the form required by the Committee, together with
payment of the aggregate Option Price therefore and any applicable withholding
taxes.
(b)
Payment of Option
Price
. Payment of the Option Price shall be
made: (i) in cash or by cash equivalent acceptable to the Committee,
(ii) by payment in shares of Common Stock that have been held by the Optionee
for at least six months (or such other period as the Committee may deem
appropriate for purposes of applicable accounting rules), valued at the Fair
Market Value of such shares on the date of exercise, (iii) through an
open-market, broker-assisted transaction, or (iv) by a combination of the
foregoing methods. In addition and at the time of exercise, if and to
the extent required by applicable law, the Optionee shall remit to the Company
under procedures specified by the Company all required Federal, state and local
withholding tax amounts in any manner as permitted above for payment of the
Option Price.
(c)
Delivery of Stock
Certificates Upon Exercise
. Upon the exercise of the Option,
the Company shall mail or deliver to the Optionee (or beneficiary in the case of
exercise by a beneficiary), as promptly as practicable, a stock certificate or
certificates representing the shares of Common Stock then purchased, and will
pay all stamp taxes payable in connection therewith. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any such
certificate or certificates upon exercise of the Option until the Company shall
have received such assurances from its counsel as the Company may reasonably
request that the exercise of the Option and the issuance of shares of Common
Stock pursuant to such exercise will not violate the Securities Act of 1933 (the
“Act”), as amended (as then in effect or any similar statute then in effect), or
the securities laws of any state applicable to such exercise, issuance or
transfer. Such assurances may include (but need not be limited to)
opinions of counsel to the Company, covenants by the holder or transferee to
observe such Act and laws, and the placement of a legend on such certificate or
certificates restricting subsequent transfers or sales except in compliance with
such Act and laws.
Section
7
.
Investment
Representation
. Upon the exercise of the Option at a time when
there is not in effect a registration statement under the Act relating to the
shares of Common Stock, by virtue of such exercise, the Optionee shall be deemed
to represent and warrant to the Company that the shares of Common Stock shall be
acquired for investment and not with a view to the distribution thereof, and not
with any present intention of distributing the same, and the Optionee shall
provide the Company with such further representations and warranties as the
Company may require in order to ensure compliance with applicable Federal and
state securities, blue sky and other laws. No shares of Common Stock
shall be acquired unless and until the Company and/or the Optionee shall have
complied with all applicable Federal or state registration, listing and/or
qualification requirements and all other requirements of law or of any
regulatory agencies having jurisdiction, unless the Committee has received
evidence satisfactory to it that the Optionee may acquire such shares pursuant
to an exemption from registration under the applicable securities
laws. Any determination in this connection by the Committee shall be
final, binding and conclusive.
The Company
reserves the right to legend any certificate for shares of Common Stock,
conditioning sales of such shares upon compliance with applicable federal and
state securities laws and regulations.
Section
8
.
Limitation of
Rights
. The Optionee shall not have any privileges of a
stockholder of the Company with respect to the Option Shares, including without
limitation any right to vote such Option Shares or to receive dividends or other
distributions in respect thereof, until the date of the issuance to the Optionee
of a stock certificate evidencing the Common Stock. Nothing in this
Agreement or the Option shall confer upon the Optionee any right to continued
employment with the Company or to interfere in any way with the right of the
Company to terminate the Optionee’s employment at any time.
Section
9
.
Adjustments
. The
Option granted hereunder shall be subject to the provisions of Section 4.2 of
the Plan relating to adjustments for recapitalizations, reclassifications and
other changes in the Company’s corporate structure.
Section
10
.
Transfer
Restrictions
. The Option may not be transferred, pledged,
assigned, hypothecated or otherwise disposed of in any way by the Optionee,
except by will or by the laws of descent and distribution;
provided
,
however
, that the
Optionee may, during the Optionee’s lifetime and subject to the prior approval
of the Committee at the time of proposed transfer, transfer all or part of the
Option to or for the benefit of the Optionee’s “family members” (as defined in a
manner consistent with the rules applicable to registration statements on Form
S-8 promulgated under the Securities Act of 1933). Subsequent
transfers of the Option shall be prohibited other than by will or the laws of
descent and distribution upon the death of the transferee. In the
event that an Optionee becomes legally incapacitated, the Option shall be
exercisable by the Optionee’s legal guardian, committee or legal
representative. If the Optionee dies, the Option shall thereafter be
exercisable by the Optionee’s beneficiary as designated by the Optionee in the
manner prescribed by the Committee or, in the absence of an authorized
beneficiary designation, by the legatee of such Option under the Optionee’s
will, or by the Optionee’s estate in accordance with the Optionee’s will or the
laws of descent and distribution, in each case in the same manner and to the
same extent that the Option was exercisable by the Optionee on the date of the
Optionee’s death. The Option shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option contrary to the
provisions hereof, and the levy of any execution, attachment or similar process
upon the Option, shall be null and void and without effect.
Section
11
.
Notices
. Any
notice hereunder by the Optionee shall be given to the Company in writing and
such notice shall be deemed duly given only upon receipt thereof by the General
Counsel of the Company. Any notice hereunder by the Company shall be
given to the Optionee in writing and such notice shall be deemed duly given only
upon receipt thereof at such address as the Optionee may have on file with the
Company.
Section
12
.
Construction
. The
Option hereunder is granted pursuant to the Plan and is in all respects subject
to the terms and conditions of the Plan. The Optionee hereby
acknowledges that a copy of the Plan has been delivered to the Optionee and
accepts the Option hereunder subject to all terms and provisions of the Plan,
which is incorporated herein by reference. In the event of a conflict
or ambiguity between any term or provision contained herein and a term or
provision of the Plan, the Plan will govern and prevail. The
construction of and decisions under the Plan are vested in the Committee, whose
determinations shall be final, conclusive and binding upon the
Optionee.
Section
13
.
Governing
Law
. This Agreement shall be construed and enforced
in accordance with the laws of the State of Delaware, without giving effect to
the choice of law principles thereof.
Section
14
.
Counterparts
. This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original but all of which together shall constitute one and the same
instrument.
Section
15
.
Binding
Effect
. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
Section
16
.
Entire
Agreement
. This Agreement and the Plan constitute the entire
agreement between the parties with respect to the subject matter hereof and
thereof, merging any and all prior agreements.
[SIGNATURES
ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Company and the
Optionee have executed this Agreement effective as of the date first above
written.
PROGENICS PHARMACEUTICALS,
INC.
By: ______________________________
Robert A.
McKinney
Chief
Financial Officer
Senior Vice President, Finance and
Operations
OPTIONEE
___________________________________
Optionee
Signature Date
Optionee Name
address
address
Social Security
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