SOPHIRIS BIO INC. STOCK OPTION PLAN OPTION CERTIFICATE

EX-10.2 14 d443122dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, of the United States of America (the “Act”) or the securities laws of any state (“State”) of the United States of America and may not be sold, transferred, pledged, hypothecated or distributed, directly or indirectly, to a U.S. person (as defined in Regulation S adopted by the U.S. Securities and Exchange Commission under the Act) or within the United States unless such securities are (i) registered under the Act and any applicable State securities act (a “State Act”), or (ii) exempt from registration under the Act and any applicable State Act and the Company has received an opinion of counsel to such effect reasonably satisfactory to it, or (iii) sold in accordance with Regulation S and the Company has received an opinion of counsel to such effect reasonably satisfactory to it.

SOPHIRIS BIO INC.

STOCK OPTION PLAN – OPTION CERTIFICATE

This Option Certificate is issued pursuant to the provisions of the Stock Option Plan (the “Plan”) of Sophiris Bio Inc. (the “Company”) and evidences that (First Name/Last Name) is the holder (the “Option Holder”) of an option (the “Option”) to purchase up to             common shares (the “Shares”) in the capital stock of the Company at a purchase price of Cdn. $0.00 per Share (the “Exercise Price”). This Option may be exercised at any time and from time to time, subject to the terms and conditions of the attached vesting schedule, from and including the following Grant Date through to and including up to 5:00 p.m. local time in Vancouver, British Columbia (the “Expiry Time”) on the following Expiry Date:

 

(a) the Grant Date of this Option is                     ; and

 

(b) subject to sections 5.4, 6.2, 6.3, 6.4 or 11.3 of the Plan, the Expiry Date of this Option is                     

To exercise this Option, the Option Holder must deliver to the Administrator of the Plan, prior to the Expiry Time on the Expiry Date, an Exercise Notice, in the form provided in the Plan, which is incorporated by reference herein, together with the original of this Option Certificate and a certified cheque or bank draft payable to the Company in an amount equal to the aggregate of the Exercise Price of the Shares in respect of which this Option is being exercised.

This Option Certificate and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan. This Option Certificate is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Company shall prevail. This Option is also subject to the terms and conditions contained in the schedules, if any, attached hereto.

If the Option Holder is a resident or citizen of the United States of America at the time of the exercise of the Option, the certificate(s) representing the Shares will be endorsed with the following or a similar legend:

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, of the United States of America (the “Act”) or the securities laws of any state (“State”) of the United States of America and


may not be sold, transferred, pledged, hypothecated or distributed, directly or indirectly, to a U.S. person (as defined in Regulation S adopted by the U.S. Securities and Exchange Commission under the Act) or within the United States unless such securities are (i) registered under the Act and any applicable State securities act (a “State Act”), or (ii) exempt from registration under the Act and any applicable State Act and the Company has received an opinion of counsel to such effect reasonably satisfactory to it, or (iii) sold in accordance with Regulation S and the Company has received an opinion of counsel to such effect reasonably satisfactory to it.”

Capitalized terms appearing herein unless otherwise defined herein have their respective meanings in the Plan.

Sophiris Bio Inc.

Per:

 

                                                                         

Authorized Signatory

The Option Holder acknowledges receipt of a copy of the Plan and represents to the Company that the Option Holder is familiar with the terms and conditions of the Plan, and hereby accepts this Option subject to all of the terms and conditions of the Plan. The Option Holder agrees to execute, deliver, file and otherwise assist the Company in filing any report, undertaking or document with respect to the awarding of the Option and exercise of the Option, as may be required by the Regulatory Authorities. The Option Holder further acknowledges that if the Plan has not been approved by the shareholders of the Company on the Grant Date, this Option is not exercisable until such approval has been obtained.

 

                                                                         

                                                                       

Signature of Option Holder

   Date Signed

                                                                         

  

Print Name of Option Holder

  

                                                                         

  

                                                                         

  

                                                                         

  

Address

  

 

A-2


OPTION CERTIFICATE – SCHEDULE

The additional terms and conditions attached to the Option represented by this Option Certificate are as follows:

The Options will not be exercisable unless and until they have vested and then only to the extent that they have vested. The Options will vest in accordance with the following:

 

(a)              Options will vest and be exercisable on or after             ;

 

(b)              additional Options will vest and be exercisable on or after             ;

 

(c)              additional Options will vest and be exercisable on or after             ; and

Under the Plan, this Option is:

    X      an incentive stock option (“ISO”); or

             a non-qualified option (“NQO”).


SOPHIRIS BIO INC.

STOCK OPTION PLAN

NOTICE OF EXERCISE OF OPTION

 

TO:    

   The Administrator, Stock Option Plan
   Sophiris Bio Inc.
   1258 Prospect Street
   San Diego, CA 92037
   (or such other address as the Company may advise)

The undersigned hereby irrevocably gives notice, pursuant to the Stock Option Plan (the “Plan”) of Sophiris Bio Inc. (the “Company”), of the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item):

 

(a) all of the Shares; or

 

(b)              of the Shares;

which are the subject of the Option Certificate attached hereto (attach your original Option Certificate).

The undersigned tenders herewith a certified cheque or bank draft (circle one) payable to “Sophiris Bio Inc.” in an amount equal to the aggregate Exercise Price of the aforesaid Shares and directs the Company to issue the certificate evidencing said Shares in the name of the undersigned to be mailed to the undersigned at the following address (provide full complete address):

 

 

 

 
 

 

 
 

 

 
 

 

 

The undersigned acknowledges the Option is not validly exercised unless this Notice is completed in strict compliance with this form and delivered to the required address with the required payment prior to 5:00 p.m. local time in Vancouver, B.C. on the Expiry Date of the Option.

 

DATED the      day of                      , 20    

    
   Signature of Option Holder