PEREGRINEPHARMACEUTICALS, INC. 2009STOCK INCENTIVE PLAN NON-QUALIFIEDSTOCK OPTION AGREEMENT

NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) dated as of __________, between PEREGRINE PHARMACEUTICALS, INC., a Delaware corporation (collectively with its direct and indirect subsidiaries, the “Company”), and ________, an employee of the Company (“Optionee” or “Participant”).

 

The Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined that the objectives of the Peregrine Pharmaceuticals, Inc. 2009 Stock Incentive Plan (the “Plan”) will be furthered by granting to Optionee options pursuant to the Plan.  Any capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the Plan.

 

In consideration of the foregoing and of the mutual undertakings set forth in this Agreement, the Company and Optionee agree as follows:

2.   Exercisability. Subject to the further terms of this Agreement, the Options shall vest and become exercisable in accordance with Schedule 1 hereto.  Unless earlier terminated pursuant to the provisions of the Plan or paragraph 5 of this Agreement, the unexercised portion of the Options shall expire and cease to be exercisable at 5:00 pm PST ten (10) years from the date of this Agreement.  This Agreement shall not confer upon Optionee any right with respect to continuation of her/his employment or consulting relationship with the Company, nor shall it interfere with or affect in any manner the right or power of the Company, or a parent or subsidiary of the Company, to terminate any agreement with Optionee in accordance with the terms thereof.

 

3.   Method of Exercise.  The Options or any part of them may be exercised only by the giving of written notice to the Company in substantially the form annexed hereto as Schedule 2 hereto, or on such other form and in such other manner as the Committee shall prescribe from time to time.  Such written notice must be accompanied by payment of the full purchase price for the number of Shares with respect to which the Options are being exercised.  Such payment may be made by one or a combination of the following methods:  (i) by a check acceptable to the Company; or (ii) by such other method as the Committee may authorize including, in the discretion of the Committee, the recourse promissory note of the Optionee.  The date of exercise of the Options shall be the date on which written notice of exercise is hand delivered to the Company and payment of the full purchase price for the number of Shares with respect to which the Options are being exercised, during normal business hours, at its address as provided in Section 7 of this Agreement, or, if mailed, the date on which it is postmarked, provided such notice is actually received.

 

 

4.   Optionee's Representations.  As a condition to the exercise of an Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation.

(a)    If Optionee resigns as an employee of, or consultant to, the Company with the Company's prior written consent, or if the Company terminates Optionee's employment by the Company without Cause (as defined herein), the Option will be exercisable but only to the extent it was exercisable at the time of such termination or resignation and only until the earlier of the expiration date of the Option, determined pursuant to Section 2 of this Agreement, or the expiration of three (3) months following such termination or resignation.

 

(b)    If Optionee dies or becomes Permanently Disabled while employed by, or rendering services as a consultant to, the Company or after Optionee's employment or status as a consultant to the Company terminates but during a period in which the Option is exercisable pursuant to paragraph (a) of this Section 5, the Option will be exercisable but only to the extent it was exercisable at the time of death and only until the earlier of the expiration date of the Option, determined pursuant to Section 2 of this Agreement, or the expiration of twelve (12) months following the date of Optionee's death.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above.

(This Schedule 1 shall be incorporated by reference and become a part of the Option Agreement between the Company and the Optionee.)

Governing Law; Resolution of Disputes.  This Agreement has been made, executed and delivered in, and the interpretation, performance and enforcement hereof shall be governed by and construed under the laws of the State of California.  Any dispute arising hereunder shall be resolved by binding arbitration before the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator in Orange County, California The parties will mutually determine the arbitrator from a list of arbitrators obtained from the American Arbitration Association office located in Orange County, California.  If the parties are unable to agree on the arbitrator, the arbitrator will be selected by the American Arbitration Association with a preference for selecting a retired federal district judge or state superior court judge as the arbitrator.

 

 

I have read the Peregrine Pharmaceuticals, Inc. 2009 Stock Incentive Plan, the terms of which are incorporated herein.  As Optionee, I hereby acknowledge that as of the date of the Options referenced above, it sets forth the entire understanding between the undersigned Optionee and the Company and its Affiliates regarding the Options and supersedes all prior oral and written agreements on that subject with the exception of (i) the options and any other stock awards previously granted and delivered to the undersigned under stock award plans of the Company, and (ii) the following agreements only:

IN WITNESS WHEREOF, this Non-Qualified Stock Option Agreement pursuant to the Peregrine Pharmaceuticals, Inc. 2009 Stock Incentive Plan has been delivered by the parties hereto.