Ex-10.1 Form of Incentive Stock Option Award
EX-10.1 2 b65870miexv10w1.txt EX-10.1 FORM OF INCENTIVE STOCK OPTION AWARD EXHIBIT 10.1 AMENDED AND RESTATED MOLECULAR INSIGHT PHARMACEUTICALS, INC. 2006 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AWARD [Name] [Address] Dear _____________________: You have been granted an option (the "Option") to purchase shares of common stock of Molecular Insight Pharmaceuticals, Inc. (the "Company") under the Amended and Restated Molecular Insight Pharmaceuticals, Inc. 2006 Equity Incentive Plan (the "Plan") with the following terms and conditions: Grant Date: __________, 20___ Type of Option: Incentive Stock Option Number of Option Shares: __________________ Exercise Price per Share: U.S. $_____________ Expiration: Close of business at the Company headquarters on the tenth (10th) anniversary of the Grant Date, subject to earlier termination as described under "Termination of Employment." Vesting: Your Option will vest in accordance with the following schedule, provided you are continuously employed by the Company or an Affiliate until the applicable vesting date: Percent of Option Vested Vesting Date ------------- ------------ 25% 1st anniversary of the Grant Date An additional 25% 2nd anniversary of the Grant Date An additional 25% 3rd anniversary of the Grant Date An additional 25% 4th anniversary of the Grant Date [__________ PERCENT (___%) OF YOUR OPTION WILL VEST ON ACHIEVEMENT OF PERFORMANCE GOALS AS SPECIFIED IN SCHEDULE A TO THIS STOCK OPTION AWARD, PROVIDED YOU ARE CONTINUOUSLY EMPLOYED BY THE COMPANY OR AN AFFILIATE UNTIL THE PERFORMANCE GOALS ARE ACHIEVED.]* - ---------------------- * If a milestone provision is included, the vesting percentage subject to four equal annual installments needs to be proportionally reduced. Upon termination of your employment with the Company and its Affiliates for any other reason (other than for Cause), the unvested portion of your Option will terminate on the date of such termination. In the event of a Change of Control of the Company, your Option will be treated as provided in Section 14(c) of the Plan. Manner of Exercise: You may exercise your Option only to the extent vested and only if the Option has not terminated. To exercise your Option, you must complete the "Notice of Stock Option Exercise" form provided by the Company and return it to the address indicated on the form. Your form must specify how many shares you wish to purchase and will explain how you must satisfy the exercise price and withholding taxes due, if any, upon exercise. The form will be effective when it is received by the Company. If someone else wants to exercise your Option after your death, that person must contact the Company and prove to the Company's satisfaction that he or she is entitled to do so. Your ability to exercise the Option may be restricted by the Company if required by applicable law, any Company policy or any agreement between the Company and its underwriters. Termination of Employment: If your employment terminates your Option will terminate on the close of business at the Company headquarters as follows: - If your employment terminates as a result of death or Disability (at a time when your employment could not have been terminated for Cause), the vested portion of your Option will terminate ninety (90) calendar days after the date of the termination. - If your employment terminates as a result of your Retirement, the vested portion of your Option will terminate ninety (90) calendar days after the date of your termination of employment. - If your employment terminates for any other reason (other than for Cause, as described below), the vested portion of your Option will terminate ninety (90) calendar days after the date of the termination. If your employment is terminated for Cause, your entire Option (whether vested or nonvested) is terminated immediately. In addition, if you have submitted a notice of exercise that has not yet been processed and your employment is terminated for Cause, your notice of exercise will be rescinded and your exercise price will be returned to you.
2 Transferability: You may not transfer or assign your Option for any reason, other than under your will or as required by intestate laws. Any attempted transfer or assignment in violation of this provision will be null and void. During your lifetime, only you (or your guardian or legal representative if approved by the Company in the event of your incapacity) are entitled to exercise the Option. Restrictions on Resale: By accepting the Option, you agree not to sell any Shares acquired under the Option at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. Notice of Sale: You must report to the Secretary of the Company any disposition of the Shares acquired under this Option that is made within two (2) years from the Grant Date or within twelve (12) months from the date you acquired the Shares (the "Notice Period"). In addition, the Company may, at any time during the Notice Period, place a legend or legends on any certificate(s) for the Option Shares requesting the Company's transfer agent to notify the Company of any transfer of the Shares. Miscellaneous: - This Stock Option Award may be amended only by written consent signed by you and the Company, except to the extent the amendment is not to your detriment or the Committee deems it necessary to comply with any applicable law or listing requirement of any principal securities exchange or market on which the Company's common stock is then traded, or to preserve favorable accounting treatment of the Option for the Company. - As a condition of the granting of the Option, you agree, for yourself and your legal representatives or guardians, that this Stock Option Award shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Stock Option Award and any determination made by the Committee pursuant to this Stock Option Award shall be final, binding and conclusive. - This Stock Option Award may be executed in counterparts.
3 The Option is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Option and definitions of capitalized terms used and not defined in this Stock Option Award can be found in the Plan. MOLECULAR INSIGHT PHARMACEUTICALS, INC. By: ------------------------------------ Authorized Officer OPTIONEE'S ACCEPTANCE BY SIGNING BELOW AND ACCEPTING THIS STOCK OPTION AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN, AND YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN IN ITS ENTIRETY AND THE SUMMARY OF THE PLAN, WHICH CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MEETS THE REQUIREMENTS OF SECTION 10(a) OF SAID ACT. --------------------------------------- Optionee Signature Print Name: ---------------------------- 4
