exv10w4






Exhibit 10.4




IDERA PHARMACEUTICALS, INC.




Non-Employee Director

Nonstatutory Stock Option Agreement

Granted Under 2008 Stock Incentive Plan





	1.	 	Grant of Option.





     This agreement evidences the grant by Idera Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), on           , 200[ ] (the “Grant Date”) to [               ], a
director of the Company (the “Participant”), of an option to purchase, in whole or in part, on the
terms provided herein and in the Company’s 2008 Stock Incentive Plan (the “Plan”), a total of
[                    ] shares (the “Shares”) of common stock, $0.001 par value per share, of
the Company (“Common Stock”) at $[                    ] per Share. Unless earlier terminated, this
option shall expire at 5:00 p.m., Eastern time, on [                    ] (the “Final Exercise Date”).



     It is intended that the option evidenced by this agreement shall not be an incentive stock
option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the
term “Participant”, as used in this option, shall be deemed to include any person who acquires the
right to exercise this option validly under its terms.




	2.	 	Vesting Schedule.





     This option will become exercisable (“vest”) as to                                                  
           .
Notwithstanding the foregoing, this option shall immediately become exercisable in full in the
event a Reorganization Event (as defined in the Plan) occurs.



     The right of exercise shall be cumulative so that to the extent the option is not exercised in
any period to the maximum extent permissible it shall continue to be exercisable, in whole or in
part, with respect to all Shares for which it is vested until the earlier of the Final Exercise
Date or the termination of this option under Section 3 hereof or the Plan.




	3.	 	Exercise of Option.





     (a) Form of Exercise. Each election to exercise this option shall be in writing,
signed by the Participant, and received by the Company at its principal office, accompanied by this
agreement, and payment in full in the manner provided in the Plan. The Participant may purchase
less than the number of shares covered hereby, provided that no partial exercise of this option may
be for any fractional share.



     (b) Continuous Relationship with the Company Required. Except as otherwise provided
in this Section 3, this option may not be exercised unless the Participant, at the time he or she
exercises this option, is, and has been at all times since the Grant Date, a director [, officer or
employee] of, [or consultant or advisor to], the Company or any other entity the employees,
officers, directors, consultants, or advisors of which are eligible to receive option grants under
the Plan (an “Eligible Participant”).



 









 





     (c) Termination of Relationship with the Company. If the Participant ceases to be an
Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the
right to exercise this option shall terminate three months after such cessation (but in no event
after the Final Exercise Date), provided that this option shall be exercisable only
to the extent that the Participant was entitled to exercise this option on the date of such
cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date,
violates the non-competition or confidentiality provisions of any employment contract,
confidentiality and nondisclosure agreement or other agreement between the Participant and the
Company, the right to exercise this option shall terminate immediately upon such violation.



     (d) Exercise Period Upon Death or Disability. If the Participant dies or becomes
disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date
while he or she is an Eligible Participant and the Company has not terminated such relationship for
“cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of
one year following the date of death or disability of the Participant, by the Participant (or in
the case of death by an authorized transferee), provided that this option shall be
exercisable only to the extent that this option was exercisable by the Participant on the date of
his or her death or disability, and further provided that this option shall not be exercisable
after the Final Exercise Date.



     (e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s
employment or other relationship with the Company is terminated by the Company for Cause (as
defined below), the right to exercise this option shall terminate immediately upon the effective
date of such termination of employment or other relationship. If the Participant is party to an
employment, consulting or severance agreement with the Company that contains a definition of
“cause” for termination of employment or other relationship, “Cause” shall have the meaning
ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by the
Participant or willful failure by the Participant to perform his or her responsibilities to the
Company (including, without limitation, breach by the Participant of any provision of any
employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between
the Participant and the Company), as determined by the Company, which determination shall be
conclusive. The Participant shall be considered to have been discharged for “Cause” if the Company
determines, within 30 days after the Participant’s resignation, that discharge for cause was
warranted.




	4.	 	Withholding.





     No Shares will be issued pursuant to the exercise of this option unless and until the
Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any
federal, state or local withholding taxes required by law to be withheld in respect of this option.




	5.	 	Nontransferability of Option.





     This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the
Participant, either voluntarily or by operation of law, except by will or the laws of descent



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and distribution, and, during the lifetime of the Participant, this option shall be
exercisable only by the Participant.





	6.	 	Provisions of the Plan.





     This option is subject to the provisions of the Plan (including the provisions relating to
amendments to the Plan), a copy of which is furnished to the Participant with this option.



     IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal
by its duly authorized officer. This option shall take effect as a sealed instrument.



	 	 	 	 	 	 	 	 	 
	 	 	IDERA PHARMACEUTICALS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






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PARTICIPANT’S ACCEPTANCE




     The undersigned hereby accepts the foregoing option and agrees to the terms and conditions
thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2008 Stock
Incentive Plan.



	 	 	 	 	 	 	 
	 	 	PARTICIPANT:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address: