Delaware
|
333-119366
|
04-3321804
|
||
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
Number)
|
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
ITEM
3.02
|
UNREGISTERED
SALES OF EQUITY SECURITIES
|
Executive
Officers
|
Shares
|
|||
Harry
Palmin
|
150,000
|
|||
Christopher
J. Pazoles, Ph.D.
|
100,000
|
|||
M.
Taylor Burtis
|
100,000
|
|||
George
Vaughn
|
30,000
|
(d) |
Exhibits
|
Exhibit
No.
|
Description
|
||
|
Form
of Incentive Stock Option under Novelos Therapeutics, Inc.’s 2006 Stock
Incentive Plan
|
||
|
Form
of Non-Statutory Stock Option under Novelos Therapeutics, Inc.’s 2006
Stock Incentive Plan
|
||
Form
of Non-Statutory Director Stock Option under Novelos Therapeutics,
Inc.’s
2006 Stock Incentive Plan
|
Exhibit
No.
|
Description
|
||
|
Form
of Incentive Stock Option under Novelos Therapeutics, Inc.’s 2006 Stock
Incentive Plan
|
||
|
Form
of Non-Statutory Stock Option under Novelos Therapeutics, Inc.’s 2006
Stock Incentive Plan
|
||
Form
of Non-Statutory Director Stock Option under Novelos Therapeutics,
Inc.’s
2006 Stock Incentive Plan
|
1.
|
Name
of Holder:
|
2.
|
Date
of Grant:
|
3.
|
Maximum
number of shares for which this Option is
exercisable:
|
4.
|
Exercise
(purchase) price per share:
|
5.
|
Payment
method:
|
6.
|
Expiration
Date of Option:
|
7.
|
Vesting
Schedule:
This Option shall become exercisable for 1/3 of the maximum number
of
shares granted on the first anniversary of the Date of Grant, and
shall
become exercisable for an additional 1/3 on the last day of each
year
thereafter; so that the Option shall be fully vested on the third
anniversary of the Date of Grant. All vesting shall cease upon the
date of
termination of employment.
|
8.
|
Termination
of Employment.
This
Option shall terminate on the earliest to occur of:
|
(i) |
the
date of expiration thereof;
|
(ii)
|
immediately
upon termination of the Holder’s employment with the Company by the
Company for Cause (as defined in the
Plan);
|
(iii)
|
thirty
(30)
days
after the date of voluntary termination of employment by the Holder
(other
than upon death ,or for Disability or Normal Retirement, each as
defined
in the Plan);
|
(iv)
|
ninety
(90) days
after
the date of involuntary termination of the Holder’s employment by the
Company without Cause (as defined in the Plan), or termination of
the
Holder’s employment with the Company by reason of Disability or Normal
Retirement (each as defined in the Plan);
or
|
(v)
|
180
days after the date of termination of the Holder’s employment with the
Company by reason of death.
|
9.
|
Lock-Up
Agreement.
The Holder agrees for a period of up to 180 days from the effective
date
of any registration of securities of the Company under the Securities
Act
of 1933, as amended (the “Securities Act”), upon request of the Company or
underwriters managing any underwritten offering of the Company’s
securities, not to sell, make any short sale of, loan, grant any
option
for the purchase of, or otherwise dispose of
any
|
10.
|
Incentive
Stock Option; Disqualifying Disposition.
Although this Option is intended to qualify as an incentive stock
option
under the Internal Revenue Code of 1986 (the “Code”), the Company makes no
representation as to the tax treatment upon exercise of this Option
or
sale or other disposition of the shares covered by this Option, and
the
Holder is advised to consult a personal tax advisor. Upon a Disqualifying
Disposition of shares received upon exercise of this Option, the
Holder
will forfeit the favorable income tax treatment otherwise available
with
respect to the exercise of this Option. A “Disqualifying Disposition”
shall have the meaning specified in Section 421(b) of the Code; as
of the
date of grant of this Option a Disqualifying Disposition is any
disposition (including any sale) of such shares before the
later
of
(a) the second anniversary of the date of grant of this Option and
(b) the
first anniversary of the date on which the Holder acquired such shares
by
exercising this Option,
provided
that such holding period requirements terminate upon the death of
the
Holder. The Holder shall notify the Company in writing immediately
upon
making a Disqualifying Disposition of any shares of Common Stock
received
pursuant to the exercise of this Option, and shall provide the Company
with any information that the Company shall request concerning any
such
Disqualifying Disposition.
|
11.
|
Notice.
Any
notice to be given to the Company hereunder shall be deemed sufficient
if
addressed to the Company and delivered to the office of the Company,
One
Gateway Center, Suite 504, Newton, Massachusetts, 02458, attention
of the
president, or such other address as the Company may hereafter
designate.
|
1. |
Name
of Holder:
|
2. |
Date
of Grant:
|
3.
|
Maximum
Number of Shares for
which
this Option is
exercisable:
|
4.
|
Exercise
(purchase) price per share:
|
5.
|
Payment
method:
|
6.
|
Expiration
Date of Option:
|
7.
|
Vesting
Schedule:
This
Option shall become exercisable for 1/3 of the maximum number of
shares
granted on the first anniversary of the Date of Grant, and shall
become
exercisable for an additional 1/3 on the last day of each year thereafter;
so that the Option shall be fully vested on the third anniversary
of the
Date of Grant. All vesting shall cease upon the date of termination
of
employment or termination of the provision of
services.
|
8.
|
Termination
of Employment or Provision of Services.
This
Option shall terminate on the earliest to occur of:
|
(i) |
the
date of expiration thereof;
|
(ii)
|
immediately
upon termination of the Holder’s employment with, or provision of services
to, the Company by the Company for Cause (as defined in the
Plan);
|
(iii)
|
thirty
(30)
days
after the date of voluntary termination of employment or provision
of
services by the Holder (other than upon death,or for Disability or
Normal
Retirement, each as defined in the Plan);
|
(iv)
|
ninety
(90) days
after
the date of involuntary termination of the Holder’s employment with, or
provision of services to, the Company by the Company without Cause
(as
defined in the Plan), or termination of the Holder’s employment or
provision of services by reason of Disability or Normal Retirement
(each
as defined in the Plan); or
|
(v)
|
180
days after the date of termination of the Holder’s employment with, or
provision of services to, the Company by reason of
death.
|
9.
|
Lock-Up
Agreement.
The
Holder agrees for a period of up to 180 days from the effective date
of
any registration of securities of the Company under the Securities
Act of
1933, as amended (the “Securities Act”), upon request of the Company or
underwriters managing any underwritten offering of the Company’s
securities, not to sell, make any short sale of, loan, grant any
option
for the purchase of, or otherwise dispose of
any
|
10.
|
Tax
Withholding.
The Company’s obligation to deliver shares shall be subject to the
Holder’s satisfaction of any federal, state and local income and
employment tax withholding
requirements.
|
11.
|
Notice.
Any
notice to be given to the Company hereunder shall be deemed sufficient
if
addressed to the Company and delivered to the office of the Company,
One
Gateway Center, Suite 504, Newton, Massachusetts, 02458, attention
of the
president, or such other address as the Company may hereafter
designate.
|
1. |
Name
of Holder:
|
2. |
Date
of Grant:
|
3.
|
Maximum
Number of Shares for
which
this Option is
exercisable:
|
4.
|
Exercise
(purchase) price per share:
|
5.
|
Payment
method:
|
6.
|
Expiration
Date of Option:
|
7.
|
Vesting
Schedule:
This
Option shall become exercisable for 1/8 of the maximum number of
shares
granted on the three-month anniversary of the Date of Grant, and
shall
become exercisable for an additional 1/8 on the last day of each
three
month period thereafter; so that the Option shall be fully vested
on the
second anniversary of the Date of Grant. All vesting shall cease
upon the
date of termination of services as a
Director.
|
8.
|
Termination
of Services.
This
Option shall terminate on the earliest to occur of:
|
(i) |
the
date of expiration thereof;
|
(ii)
|
immediately
upon termination of the Holder’s services as a Director by the Company for
Cause (as defined in the Plan);
|
(iii)
|
thirty
(30)
days
after the date of voluntary termination of services as a Director
by the
Holder (other than upon death,or for Disability or Normal Retirement,
each
as defined in the Plan);
|
(iv)
|
ninety
(90) days
after
the date of involuntary termination of the Holder’s services as a Director
to the Company by the Company without Cause (as defined in the Plan),
or
termination of the Holder’s services by reason of Disability or Normal
Retirement (each as defined in the Plan);
or
|
(v)
|
180
days after the date of termination of the Holder’s services as a Director
by reason of death.
|
9.
|
Lock-Up
Agreement.
The
Holder agrees for a period of up to 180 days from the effective date
of
any registration of securities of the Company under the Securities
Act of
1933, as amended (the “Securities Act”), upon request of the Company or
underwriters managing any underwritten offering of the Company’s
securities, not to sell, make any short sale of, loan, grant any
option
for the purchase of, or otherwise dispose of any shares issued pursuant
to
the exercise of this Option, without the prior written consent of
the
Company and such underwriters.
|
10.
|
Tax
Withholding.
The Company’s obligation to deliver shares shall be subject to the
Holder’s satisfaction of any federal, state and local income and
employment tax withholding
requirements.
|
11.
|
Notice.
Any
notice to be given to the Company hereunder shall be deemed sufficient
if
addressed to the Company and delivered to the office of the Company,
One
Gateway Center, Suite 504, Newton, Massachusetts, 02458, attention
of the
president, or such other address as the Company may hereafter
designate.
|