Published on December 15, 2006
EXHIBIT
10.2
NON-STATUTORY
STOCK OPTION
Granted
by
Novelos
Therapeutics, Inc. (the
“Company”)
Under
the
2006 Stock Incentive Plan
This
Option is and shall be subject in every respect to the provisions of the
Company’s 2006 Stock Incentive Plan, as amended from time to time, which is
incorporated herein by reference and made a part hereof. The holder of this
Option (the “Holder”) hereby accepts this Option subject to all the terms and
provisions of the Plan and agrees that (a) in the event of any conflict between
the terms hereof and those of the Plan, the latter shall prevail, and (b) all
decisions under and interpretations of the Plan by the Board or the Committee
shall be final, binding and conclusive upon the Holder and his or her heirs
and
legal representatives.
| 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:
|
a
personal, certified or bank check or postal money order payable to the order
of
the Company for an amount equal to the exercise price of the shares being
purchased; or
with
the
consent of the Company, any of the other methods set forth in the
Plan.
|
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.
|
Notwithstanding
the foregoing, the vesting of this Option shall accelerate with respect to
all
of the then unvested shares upon a Termination Event.
As
used
herein, a “Termination Event” shall mean either of the following events, but
only if such event occurs within one year of a “Change of Control” (as defined
in the Plan):
(i) termination
by the Company of the Holder’s employment or service relationship with the
Company for any reason other than for “Cause,” as defined in the Plan; or
(ii) the
Holder’s resignation as an employee of, or service provider to, the Company ,
other than for reasons of Disability (as defined in the Plan), following (x)
a
significant reduction in the nature or scope of the Holder’s duties,
responsibilities, authority or powers, from the duties, responsibilities,
authority or powers exercised by the Holder immediately prior to the Change
of
Control, or (y) a reduction in the Holder’s annual base salary (or base fees, as
applicable) or benefits as in effect on the date of the Change of Control,
except for across-the-board salary or benefits reductions affecting all
similarly situated personnel of the Company, or (z) a transfer of the Holder
from the office of the Company where he is based immediately before the Change
of Control to an office more than twenty-five (25) miles away such office
(unless the distance the Holder has to travel to work is actually shortened
as a
result of such transfer).
For
purposes of this Section 7, “Company” shall include any surviving entity, in the
case of a merger or acquisition in which the Company is not the surviving
entity.
|
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
|
-2-
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.
|
Any
notice to be given to the Holder hereunder shall be deemed sufficient if
addressed to and delivered in person to the Holder at his or her address
furnished to the Company or when deposited in the mail, postage prepaid,
addressed to the Holder at such address.
IN
WITNESS WHEREOF, the parties have executed this Option, or caused this Option
to
be executed, as of the Date of Grant.
NOVELOS
THERAPEUTICS, INC.
By:
___________________________
The
undersigned Holder hereby acknowledges receipt of a copy of the Plan and this
Option, and agrees to the terms of this Option and the Plan.
______________________________
Holder
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