exv10w21



 





Exhibit 10.21



Nonstatutory Stock Option

Granted Under RXi Pharmaceuticals Corporation 2007 Incentive Plan





			
	1.	 	Grant of Option.





     This certificate evidences a nonstatutory stock option (this “Stock Option”) granted by RXi
Pharmaceuticals Corporation, a Delaware corporation (the “Company”), on [___] to
[___] (the “Participant”) pursuant to the Company’s 2007 Incentive Plan (as from time to
time in effect, the “Plan”). Under this Stock Option, the Participant may purchase, in whole or in
part, on the terms herein provided, a total of [___] shares of common stock of the Company (the
“Shares”) at $[___] per Share. The latest date on which this Stock Option, or any part thereof,
may be exercised is [___] (the “Final Exercise Date”). The Stock Option evidenced by this
certificate is intended to be, and is hereby designated, a nonstatutory option, that is, an option
that does not qualify as an incentive stock option as defined in section 422 of the Internal
Revenue Code of 1986, as amended from time to time (the “Code”).



     This Stock Option is exercisable in the following installments prior to the Final Exercise
Date:



 



 



Notwithstanding the foregoing, upon termination of the Participant’s Employment, any portion of
this Stock Option that is not then exercisable will promptly expire and the remainder of this Stock
Option will remain exercisable for three months (unless termination of the Participant’s Employment
resulted from reasons that in the determination of the Administrator cast such discredit on the
Participant as to justify immediate forfeiture of this Stock Option, in which case this entire
Option shall immediately expire and no portion thereof shall remain exercisable); provided, that
any portion of this Stock Option held by the Participant immediately prior to the Participant’s
death, to the extent then exercisable, will remain exercisable for one year following the
Participant’s death; and further provided, that in no event shall any portion of this Stock Option
be exercisable after the Final Exercise Date. 





			
	2.	 	Exercise of Stock Option.





     Each election to exercise this Stock Option shall be in writing, signed by the Participant or
the Participant’s executor, administrator, or legally appointed representative (in the event of the
Participant’s incapacity) or the person or persons to whom this Stock Option is transferred by will
or the applicable laws of descent and distribution (collectively, the “Option Holder”), and
received by the Company at its principal office, accompanied by this certificate and payment in
full as provided in the Plan. Subject to the further terms and conditions provided in the Plan,
the purchase price may be paid as follows: (i) by delivery of cash or check acceptable to the
Administrator; (ii) upon and following an initial public offering of the Company and to the



 









 







extent permitted by applicable law (as determined by the Administrator), through a
broker-assisted exercise program acceptable to the Administrator; or (iii) through any combination
of the foregoing. In the event that this Stock Option is exercised by an Option Holder other than
the Participant, the Company will be under no obligation to deliver Shares hereunder unless and
until it is satisfied as to the authority of the Option Holder to exercise this Stock Option.




			
	3.	 	Restrictions on Transfer of Shares.





     If at the time this Stock Option is exercised the Company or any of its shareholders is a
party to any agreement restricting the transfer of any outstanding shares of the Company’s common
stock, the Administrator may provide that this Stock Option may be exercised only if the Shares so
acquired are made subject to the transfer restrictions set forth in that agreement (or if more than
one such agreement is then in effect, the agreement or agreements specified by the Administrator).



     If requested by the Corporation and the managing underwriter of an offering by the Corporation
of Common Stock pursuant to a registration statement under the Securities Act of 1933, as amended,
each stockholder who acquires shares by exercise of this Option shall agree, by executing and
delivering such form of agreement as the Company and such underwriter shall reasonably request, not
to sell publicly or otherwise transfer or dispose of any shares held by such stockholder or other
securities of the Corporation held by such stockholder for a specified period of time (not to
exceed 180 days) immediately following the effective date of such registration statement; provided,
that such agreement shall apply only to the initial public offering of the Corporation’s
securities.




			
	4.	 	Withholding; Agreement to Provide Security.





     If at the time this Stock Option is exercised the Company determines that under applicable law
and regulations it could be liable for the withholding of any federal or state tax upon exercise or
with respect to a disposition of any Shares acquired upon exercise of this Stock Option, this Stock
Option may not be exercised unless the person exercising this Stock Option remits to the Company
any amounts determined by the Company to be required to be withheld upon exercise (or makes other
arrangements satisfactory to the Company for the payment of such taxes) and gives such security as
the Company deems adequate to meet its potential liability for the withholding of tax upon a
disposition of the Shares and agrees to augment such security from time to time in any amount
reasonably determined by the Company to be necessary to preserve the adequacy of such security.




			
	5.	 	Nontransferability of Stock Option.





     This Stock Option is not transferable by the Participant otherwise than by will or the laws of
descent and distribution, and is exercisable during the Participant’s lifetime only by the
Participant (or in the event of the Participant’s incapacity, the person or persons legally
appointed to act on the Participant’s behalf).



 









 






			
	6.	 	Provisions of the Plan.





     This Stock Option is subject to the provisions of the Plan, which are incorporated herein by
reference. A copy of the Plan as in effect on the date of the grant of this Stock Option has been
furnished to the Participant. By exercising all or any part of this Stock Option, the Participant
agrees to be bound by the terms of the Plan and this certificate. All initially capitalized terms
used herein will have the meaning specified in the Plan, unless another meaning is specified
herein.



     IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly
authorized officer.



	 	 	 	 	 
	 	RXi Pharmaceuticals Corporation

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



Dated: [_________________]




	 	 	 	 	 
	 	Acknowledged

 	 
	 	  	 	 
	 	 	[Name of Participant] 	 
	 	 	 	 
	 



Dated: [_________________]