As filed with the Securities and Exchange Commission on December 23, 2015
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RECRO PHARMA,
INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania
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26-1523233
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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490 Lapp Road
Malvern, Pennsylvania
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19355
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(Address of Principal Executive Offices)
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(Zip Code)
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NON-QUALIFIED STOCK OPTION INDUCEMENT AWARDS
(Full title of the plan)
Gerri A. Henwood
President and Chief Executive Officer
Recro Pharma, Inc.
490
Lapp Road
Malvern, PA 19355
(Name and address of agent for service)
(484) 395-2470
(Telephone number, including area code, of agent for service)
with a copy to:
Rachael M. Bushey, Esq.
Pepper Hamilton LLP
3000
Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
(215) 981-4241
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common Stock, par value $0.01 per share
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133,000 shares
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$10.83
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$1,440,390
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$145.05
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(1)
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Represents shares of common stock, $0.01 par value per share, of the Registrant (the “
Common Stock
”) that are issuable upon the exercise of non-qualified stock option awards granted to certain employees
of Recro Pharma, Inc. (the “
Registrant
”) as an inducement material to their acceptance of employment with the Registrant (the “
Inducement Awards
”). Pursuant to Rule 416 of the Securities Act of 1933, as amended,
this registration statement shall also cover any additional shares of Common Stock which become issuable under the Inducement Awards by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant.
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(2)
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This estimate is made pursuant to Rule 457(h) of the Securities Act. The price shown is based upon the weighted average exercise prices of the Inducement Awards.
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EXPLANATORY NOTE
To induce the individuals listed below to accept employment with Recro Pharma, Inc. (the “
Registrant
”), the Registrant
granted the following non-qualified stock option awards to such individuals (the “
Inducement Awards
”) on the dates detailed below:
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•
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a non-qualified stock option to purchase 30,000 shares of common stock, $0.01 par value per share, of the Registrant (the “
Common Stock
”) granted to Scott Rizzo on July 20, 2015; and
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•
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a non-qualified stock option to purchase 103,000 shares of Common Stock granted to Stewart McCallum, M.D. on December 1, 2015.
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Each Inducement Award was approved by the Registrant’s Board of Directors in compliance with and in reliance on NASDAQ Listing Rule
5635(c)(4). The Inducement Awards were granted outside of the Registrant’s Amended and Restated Equity Incentive Plan and its predecessor plans. This Registration on Form S-8 registers shares of Common Stock issuable pursuant to the Inducement
Awards.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1.
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Plan Information.
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The Registrant has sent or given or will send or give documents
containing the information specified by Part I of this Registration Statement to the employees to whom the Inducement Awards have been granted, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
“
Commission
”) under the Securities Act. The Registrant is not filing such documents with the Commission, but these documents constitute (along with the documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the “
Securities Act
”).
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Item 2.
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Registrant Information and Employee Plan Annual Information.
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The Registrant will
furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference to the information that is incorporated). Requests should be directed to Recro Pharma, Inc., 490 Lapp Road, Malvern, PA 19355, Attention: Gerri Henwood, Chief Executive Officer, telephone number
(484) 395-2400.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents of the Registrant
filed with the Commission are incorporated by reference in this Registration Statement as of their respective dates:
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(a)
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the Commission on March 25, 2015;
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(b)
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The Registrant’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2015, June 30, 2015 and September 30, 2015, filed on May 12, 2015, August 14, 2015 and
November 13, 2015, respectively;
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2
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(c)
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The Registrant’s Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items) filed on
February 3, 2015, February 5, 2015, March 11, 2015, April 10, 2015, April 16, 2015 (as amended by Form 8-K/A filed on June 2, 2015, Form 8-K/A filed on June 26, 2015, Form 8-K/A filed on
July 21, 2015 and
Form 8-K/A
filed on December 23, 2015), May 12, 2015, May 28, 2015, June 26, 2015, July 8, 2015, July 16,
2015, July 17, 2015, July 24, 2015, September 10, 2015, October 16, 2015 (as amended by Form 8-K/A filed on December 11, 2015), October 26, 2015, October 30,
2015, November 17, 2015, December 2, 2015, December 22, 2015 and December 23, 2015; and
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(d)
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The description of the Registrant’s common stock contained in the Registrant’s Form S-1, which description is incorporated by reference into the Form 8-A filed with the Commission on March 4, 2014
(Registration No. 001-36329) pursuant to the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), and any amendment or report filed for the purpose of further updating such description.
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All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration
Statement. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or amended, to constitute a part of this Registration Statement.
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Item 4.
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Description of Securities.
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
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Item 6.
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Indemnification of Directors and Officers.
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The Registrant’s by-laws provide that,
to the fullest extent permitted by Pennsylvania law, any officer or director of the Registrant who was or is a party or is threatened to be made a party to, any threatened, or pending or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative, by reason of fact that he/she is or was acting as a representative of the corporation, or is or was serving at the request or for the benefit of the Registrant as a director, officer, employee, agent, partner, or
fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the Registrant for any losses or expenses incurred in connection with
service as an officer or director of the Registrant, if the director or officer acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.
Pennsylvania law requires that to the extent that a director or
officer of the Registrant has been successful on the merits or otherwise in defense of any action or proceeding referred to above or in defense of any claim, issue or matter therein, that director or officer shall be indemnified against expenses
(including attorney fees) actually and reasonably incurred by him in connection therewith. The Registrant’s by-laws further provide that the right to indemnification includes the right to have expenses reasonably incurred in defending any
action or proceeding described above paid by the Registrant in advance of the final disposition of the action or proceeding to the fullest extent permitted by Pennsylvania law, provided that, if required by Pennsylvania law, the payment of such
expenses incurred in advance of the final disposition of the action or proceeding shall be made only upon delivery to the Registrant of an undertaking to repay all amounts so advanced without interest if it is ultimately determined that the director
or officer is not entitled to be indemnified.
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Indemnification shall not be made in respect of any claim, issue or matter as to which the person
has been adjudged to be liable to the Registrant unless and only to the extent that a court determines that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to
indemnity for the expenses that the court deems proper. Nor shall indemnification be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or
recklessness.
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Item 7.
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Exemption from Registration Claimed.
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Not applicable.
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Exhibit
Number
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Description
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5.1
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Opinion of Pepper Hamilton LLP (filed herewith).
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10.1
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Form of Award Agreement for Inducement Awards (filed herewith).
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23.1
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Consent of KPMG LLP (filed herewith).
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23.2
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Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm (filed herewith).
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23.3
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Consent of Pepper Hamilton LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included in signature page to this Registration Statement).
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however,
that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
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(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Malvern, Pennsylvania, on the 23rd of December, 2015.
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RECRO PHARMA, INC.
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By:
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/s/ Gerri A. Henwood
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Name:
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Gerri A. Henwood
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Recro Pharma, Inc., hereby severally constitute and appoint Gerri A. Henwood and Donna Nichols, our true and
lawful attorney-in-fact and agent, with full power of substitution and resubstitution in her or him for her or him and in her or his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as she or he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or her or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.
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Signature
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Title
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Date
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/s/ Gerri A. Henwood
Gerri A. Henwood
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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December 23, 2015
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/s/ Donna Nichols
Donna Nichols
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Vice President, Corporate Controller
(Principal
Accounting Officer, performing the duties of Principal Financial Officer)
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December 23, 2015
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/s/ Alfred Altomari
Alfred Altomari
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Director
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December 23, 2015
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/s/ William L. Ashton
William L. Ashton
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Director
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December 23, 2015
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/s/ Michael Berelowitz
Michael Berelowitz
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Director
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December 23, 2015
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/s/ Winston J. Churchill
Winston J. Churchill
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Director
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December 23, 2015
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6
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Signature
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Title
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Date
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/s/ Karen A. Flynn
Karen A. Flynn
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Director
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December 23, 2015
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/s/ Abraham Ludomirski
Abraham Ludomirski
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Director
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December 23, 2015
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/s/ Wayne B. Weisman
Wayne B. Weisman
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Director
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December 23, 2015
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7
EXHIBIT INDEX
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Exhibit
Number
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Description
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5.1
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Opinion of Pepper Hamilton LLP (filed herewith).
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10.1
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Form of Award Agreement for Inducement Awards (filed herewith).
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23.1
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Consent of KPMG LLP (filed herewith).
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23.2
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Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm (filed herewith).
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23.3
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Consent of Pepper Hamilton LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included in signature page to this Registration Statement).
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8
Exhibit 5.1
December 23, 2015
Recro Pharma, Inc.
490 Lapp Road
Malvern, PA 19355
Re:
Registration Statement on Form S-8
Ladies and Gentlemen:
Reference is made to the
registration statement on Form S-8 (the “
Registration Statement
”) of Recro Pharma, Inc., a Pennsylvania corporation (the “
Company
”), filed on the date hereof with the Securities and Exchange Commission
(the “
Commission
”) under the Securities Act of 1933, as amended (the “
Act
”). The Registration Statement covers an aggregate of 133,000 shares of the Company’s common stock, par value $0.01 per
share (the “
Shares
”), that may be issued under the Company’s Award Agreements for Inducement Awards with certain employees, which were granted as an inducement material to the individuals party thereto entering into
employment with the Company (the “
Inducement Grant Agreements
”).
We have examined the Registration Statement,
including the exhibits thereto, the originals or copies, certified or otherwise identified to our satisfaction, of the Second Amended and Restated Articles of Incorporation and the Third Amended and Restated Bylaws of the Company, each as amended to
date, the Inducement Grant Agreements and such other documents as we have deemed appropriate in rendering this opinion. As to matters of fact, we have relied on representations of officers of the Company. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us as originals and the authenticity of all documents submitted to us as copies of originals.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment
therefor in accordance with the terms of the Inducement Grant Agreements, will be legally issued, fully paid and nonassessable. This opinion is being furnished to you solely for submission to the Commission as an exhibit to the Registration
Statement and, accordingly, may not be relied upon, quoted in any manner to, or delivered to any other person or entity, without in each instance our prior written consent.
Boston Washington,
D.C. Detroit New York Pittsburgh
Berwyn Harrisburg Orange
County Princeton Wilmington
www.pepperlaw.com
Recro Pharma, Inc.
Page 2
December 23, 2015
We express no opinion
herein as to the law of any state or jurisdiction other than the laws of the Commonwealth of Pennsylvania, including statutory provisions and all applicable provisions of the Constitution of the Commonwealth of Pennsylvania and reported judicial
decisions interpreting such laws of the Commonwealth of Pennsylvania, and the federal laws of the United States of America. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware
of any fact that might change the opinion expressed herein after the date hereof.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.
/s/ PEPPER HAMILTON LLP
PEPPER HAMILTON LLP
Exhibit 10.1
R
ECRO
P
HARMA
, I
NC
.
A
WARD
A
GREEMENT
FOR
[
]
We are pleased to advise you that Recro Pharma, Inc. (the “Company”) hereby awards to you the right to purchase (an
“Option”) [
] shares of Common Stock of the Company (“Shares”), subject to your signing this Award Agreement (this “Agreement”). The date of
award of the Options shall for all purposes be [
], 201[
] (the “Grant Date”). The Options issued hereunder are “non-qualified
options” for tax purposes.
The Company maintains the Recro Pharma, Inc. Amended and Restated Equity Incentive Plan (the
“Plan”), which provides the general terms and restrictions for certain equity incentive awards to the Company’s employees, consultants and directors. This Option is
not
awarded pursuant to the Plan, but rather is intended to
constitute a non-plan based “inducement grant,” as described in Nasdaq Listing Rule 5635(c)(4). Nonetheless, the terms and provisions of the Plan are hereby incorporated into this Agreement by this reference, as though fully set forth
herein, as if this award was granted pursuant to the Plan.
All capitalized terms used but not defined herein will have the meanings
ascribed to them in the Plan. In addition to the terms, conditions and restrictions set forth in the Plan, all terms, conditions and restrictions set forth in this Agreement are applicable to the award of Options as evidenced hereby:
1.
Vesting
. The Options awarded by this Agreement shall vest,
i.e.
, become exercisable, in accordance with the
following schedule and conditions:
(a) [
] of the Options
shall be vested on the Grant Date. [
] of the Options shall vest on [
], such that the
Options shall be fully vested on [
];
provided, however
, that no portion of the Options shall vest unless you continue to serve as a(n)
[
] of the Company on the applicable vesting date.
(b)
Notwithstanding the foregoing, any unvested Options shall become immediately and fully vested upon your death or Disability, provided you continue to serve as a(n) [
] of
the Company through the date of such event.
2.
Expiration of Option
.
Your rights with respect to your
Options, whether vested or unvested, shall expire on the earliest to occur of the following:
(a) three months after termination of your
service with the Company and/or its affiliates for any reason other than death, Disability, or Cause;
(b) one year after termination of
your service with the Company and/or its affiliates due to death or Disability;
(c) the date and time of termination of your service with the Company and/or its affiliates for
Cause; and
(d) the tenth anniversary of the Grant Date.
3.
Exercise of Options
.
(a) The exercise price for each Share under your Option is $[
]
(the “Option Price”).
(b) In order to exercise any Option which has vested, you must (i) provide the Company with written
notice of your intention to exercise the Option and the number of Shares you intend to acquire, (ii) execute a counterpart to any shareholders agreement or other agreement as requested by the Company which has been executed by other
shareholders of the Company and is in effect at the time of exercise (collectively, “Shareholders Agreement”), and (iii) deliver a check for the Option Price multiplied by the number of Shares being acquired or such other manner of
payment as approved by the Company. As an alternative to delivering a check you may choose to exercise any vested Option hereunder on a “cashless” basis. Under this method, you do not have to remit the Option Price under the option in
cash. Instead, the Option Price is paid by reducing the number of Shares otherwise issuable to you upon exercise by such number of Shares having a Fair Market Value (determined at the time of exercise) equal to the Option Price. You shall only have
rights as a shareholder of the Company with respect to Shares which have been issued after the Options have vested and been exercised.
4.
Withholding
.
The Company shall withhold all applicable income and employment taxes on the date of exercise,
cash-out of Options or such other date as required by the Code. If there is insufficient compensation due from the Company to you at the time such withholding is due, the Company shall have the right, prior to delivery of any certificate or
certificates for Shares, to require you to remit to the Company an amount equal to the excess of your share of the income and employment taxes subject to withholding over the amount of compensation then due from the Company to you.
5.
Registration of Shares
.
The Company may postpone the issuance and delivery of any Shares until the completion
or amendment of any registration or qualification of the shares under any federal or state law, rule or regulation which the Company may determine to be necessary or advisable. In the event that, at the time of issuance of the Shares to you, the
Shares have not been registered or otherwise qualified as may be required under applicable securities laws, you shall, prior to the issuance of the Shares: (i) represent to the Company in form satisfactory to counsel for the Company, that you
are acquiring the Shares for your own account and not with a view to the resale or distribution thereof, and (ii) agree that none of the Shares issued to you pursuant to exercise of the Option provided hereby may be sold, transferred or
otherwise disposed of unless: (a) the Shares to be sold, transferred or otherwise disposed of will be registered or qualified under applicable securities laws at the time of such sale, transfer or other disposition and the Company has received
an opinion of counsel satisfactory to it that such registration or qualification is effective; or (b) the Company shall have received an opinion of counsel or other information and representations, satisfactory to it, to the effect that such
registration or qualification is not required. You shall also consent to execute any market standoff or lock-up agreement as requested by the Company.
-2-
6.
No Right of Continued Employment
.
Nothing contained in the Plan or
this Agreement shall restrict the right of the Company and/or its affiliates to terminate your employment or service. Any termination of your employment or service, regardless of the reason therefor, shall have the consequences provided for in the
Plan and this Agreement with respect to your rights under the Plan.
7.
Amendment
. This Agreement may be amended, in
whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and you.
8.
Notice
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Any notice to be given to the Company shall be in writing and either hand delivered or mailed to the
office of the President of the Company. If mailed, it shall be addressed to the Company at 490 Lapp Road, Malvern, PA 19355. Any notice given to you shall be addressed to you at your address as reflected in the personnel records of the Company, or
at such other address as either party hereto may hereafter designate by like notice to the other. Notice shall be deemed to have been duly delivered when hand delivered or, if mailed, on the fifth day after such notice is postmarked.
[signature page follows]
-3-
The undersigned hereby acknowledges the award of Options on behalf of the Company.
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RECRO PHARMA, INC.
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By:
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Gerri Henwood, President/Chief Executive Officer
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In order to indicate your acceptance of the award of Options granted by this Agreement subject to the
restrictions and upon the terms and conditions set forth above and in the Plan, please execute and immediately return to the Company the enclosed duplicate original of this Agreement.
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ACCEPTED AND AGREED,
Intending to
be legally bound:
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[NAME OF
OPTIONEE]
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Date
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[Signature Page to Award Agreement]