Published on December 15, 2006
EXHIBIT
10.3
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 1/8 of the maximum number of
shares
granted on the three-month anniversary of the Date of Grant, and
shall
become exercisable for an additional 1/8 on the last day of each
three
month period thereafter; so that the Option shall be fully vested
on the
second anniversary of the Date of Grant. All vesting shall cease
upon the
date of termination of services as a
Director.
|
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 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 services as a Director for any reason other than
for “Cause,” as defined in the Plan; or
(i) the
failure of the Company to reelect the Holder as a Director, for any reason
other
than for “Cause,” as defined in the Plan;
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 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 services as a Director by the Company for
Cause (as defined in the Plan);
|
|
(iii)
|
thirty
(30) days
after the date of voluntary termination of services as a Director
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 services as a Director
to the Company by the Company without Cause (as defined in the Plan),
or
termination of the Holder’s 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 services as a Director
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 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.
|
-2-
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
-3-