Form of Stock Option Agreement



  
 Exhibit 10.2

 PACIRA, INC.  
 STOCK OPTION AGREEMENT1 
 RECITALS 

A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board or
the board of directors of any Parent or Subsidiary and consultants and other independent advisors in the service of the Corporation (or any Parent or Subsidiary). 
 B. Optionee is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection
with the Corporation’s grant of an option to Optionee. 
 C. All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix. 
 NOW, THEREFORE, it is hereby agreed as follows: 

1. Grant of Option. The Corporation hereby grants to Optionee, as of the Grant Date, an option to purchase up to the number
of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the Exercise Price. 
 2. Option Term. This option shall have a term of ten (10) years measured from the Grant Date and shall accordingly expire at the close of business on the Expiration Date, unless sooner
terminated in accordance with Paragraph 5 or 6. 
 3. Limited Transferability. 

(a) This option shall be neither transferable nor assignable by Optionee other than by will or the laws of inheritance following
Optionee’s death and may be exercised, during Optionee’s lifetime, only by Optionee. However, Optionee may designate one or more persons as the beneficiary or beneficiaries of this option, and this option shall, in accordance with such
designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding this option. Such beneficiary or beneficiaries shall take the transferred option subject to all the terms and conditions of
this Agreement, including (without limitation) the limited time period during which this option may, pursuant to Paragraph 5, be exercised following Optionee’s death. 

 

	1	 The Plan was amended and restated on April 17, 2008, to (i) increase the number of shares authorized for issuance under the Plan from
7,000,000 to 11,475,500 and (ii) reflect the amended regulations promulgated under Section 25102(o) of the California Securities Law of 1968, as amended. The Plan was further amended and restated on September 2, 2010 to increase the
number of shares authorized for issuance under the Plan from 11,475,500 to 18,600,750. 









  
 (b) If this option is
designated a Non-Statutory Option in the Grant Notice, then this option may be assigned in whole or in part during the Optionee’s lifetime to one or more members of the Optionee’s “immediate family” (as such term is defined in
Rule 16a-1(e) promulgated under the 1934 Act) or to an intervivos or grantor trust established exclusively for one or more such immediate family members. The assigned portion shall be exercisable only by the person or persons who acquire a
proprietary interest in the option pursuant to such assignment. The terms applicable to the assigned portion shall be the same as those in effect for this option immediately prior to such assignment. 

4. Dates of Exercise. This option shall become exercisable for the Option Shares in one or more installments as specified
in the Grant Notice. As the option becomes exercisable for such installments, those installments shall accumulate, and the option shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of the option
term under Paragraph 5 or 6. 
 5. Cessation of Service. The option term specified in Paragraph 2 shall terminate
(and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: 
 (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this option is outstanding, then Optionee (or any person or persons to whom this option is
transferred pursuant to a permitted transfer under Paragraph 3) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this option, but in no event shall this option be
exercisable at any time after the Expiration Date. 
 (b) Should Optionee die while this option is outstanding, then the
personal representative of Optionee’s estate or the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during
Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 shall have the right to exercise this option. However, if Optionee dies while holding this option has an effective beneficiary designation in effect for this option at
the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this option following Optionee’s death. Any such right to exercise this option shall lapse, and this option shall cease to
be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. 

(c) Should Optionee cease Service by reason of Disability while this option is outstanding, then Optionee (or any person or persons to
whom this option is transferred pursuant to a permitted transfer under Paragraph 3) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this option. In no event shall
this option be exercisable at any time after the Expiration Date. 

  
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Note: Exercise of this option on a date later than three (3) months following cessation of Service due to
Disability will result in loss of favorable Incentive Option treatment, unless such Disability constitutes Permanent Disability. In the event that Incentive Option treatment is not available, this option will be taxed as a Non-Statutory
Option upon exercise. 
 (d) During the limited period of post-Service exercisability, this option may not be exercised in the
aggregate for more than the number of Option Shares in which Optionee is, at the time of his or her cessation of Service, vested pursuant to the normal Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of
any Special Acceleration Addendum to this Agreement. No additional Option Shares shall vest following the Optionee’s cessation of Service, except to the extent (if any) specifically authorized by the Plan Administrator pursuant to an express
written agreement with the Optionee. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding for any vested Option Shares for which the option has not been
exercised. 
 (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct
while this option is outstanding, then this option shall terminate immediately and cease to remain outstanding. 
 6.
Change in Control. 
 (a) This option, to the extent outstanding at the time of a Change in Control, shall be
assumable by the successor corporation (or the parent thereof) or may otherwise be continued in full force and effect pursuant to the express terms of the Change in Control transaction. Upon the occurrence of such Change in Control, this option
shall terminate and cease to be outstanding, except to the extent so assumed or otherwise continued in effect. No portion of this option shall vest or become exercisable on an accelerated basis in connection with such Change in Control, except to
the extent otherwise provided in any Special Acceleration Addendum to this Agreement. 
 (b) If this option is assumed in
connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to
Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall
remain the same. To the extent that the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with
the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. 

  
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 (c) This Agreement
shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or
assets. 
 7. Adjustment in Option Shares. Should any change be made to the Common Stock by reason of any stock
split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of
consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder. 
 8. Stockholder Rights. The holder of this option shall not have any stockholder rights with
respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become the record holder of the purchased shares. 
 9. Manner of Exercising Option. 
 (a) In order to exercise this
option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: 

(i) Execute and deliver to the Corporation a Purchase Agreement for the Option Shares for which the option is exercised.

 (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms:

 (A) cash or check made payable to the Corporation; or 

(B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in
accordance with Paragraph 14. 
 Should the Common Stock be registered under Section 12 of the 1934 Act at
the time the option is exercised, then the Exercise Price may also be paid as follows: 
 (C) in shares of
Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the
Exercise Date; or 

  
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 (D) to
extent the option is exercised for vested Option Shares, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the shares, results in the receipt of cash (or check) by the
Corporation. 
 Except to the extent the sale and remittance procedure is utilized in connection with the option
exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered to the Corporation in connection with the option exercise. 
 (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. 

(iv) Execute and deliver to the Corporation such written representations as may be requested by the Corporation in order
for it to comply with the applicable requirements of applicable securities laws. 
 (v) Make appropriate
arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all applicable income and employment tax withholding requirements applicable to the option exercise. 

(b) As soon as practical after the Exercise Date, the Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. 

(c) In no event may this option be exercised for any fractional shares. 

10. REPURCHASE RIGHTS. ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF
THE CORPORATION AND ITS ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE PURCHASE AGREEMENT. 
 11. Compliance with Laws and Regulations. 
 (a) The exercise of
this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange
(or the Nasdaq National Market, if applicable) on which the Common Stock may be listed for trading at the time of such exercise and issuance. 
 (b) The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to
this option shall relieve the Corporation of 

  
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any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Corporation, however, shall use its best efforts to obtain
all such approvals. 
 12. Successors and Assigns. Except to the extent otherwise provided in Paragraphs 3 and 6,
the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Optionee, Optionee’s assigns and the legal representatives, heirs and legatees of Optionee’s estate.

 13. Notices. Any notice required to be given or delivered to the Corporation under the terms of this Agreement
shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated below Optionee’s signature
line on the Grant Notice. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. 

14. Financing. The Plan Administrator may, in its absolute discretion and without any obligation to do so, permit Optionee
to pay the Exercise Price for the purchased Option Shares (to the extent such Exercise Price is in excess of the par value of those shares) by delivering a full-recourse promissory note bearing interest at a market rate and secured by those Option
Shares. The payment schedule in effect for any such promissory note shall be established by the Plan Administrator in its sole discretion. 
 15. Construction. This Agreement and the option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All
decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option. 

16. Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the
State of California without resort to that State’s conflict-of-laws rules. 
 17. Stockholder Approval. If
the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common Stock which may be issued under the Plan as last approved by the stockholders, then this option shall be void with respect to such excess
shares, unless stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan. 

18. Additional Terms Applicable to an Incentive Option. In the event this option is designated an Incentive Option in the
Grant Notice, the following terms and conditions shall also apply to the grant: 
 (a) This option shall cease to qualify for
favorable tax treatment as an Incentive Option if (and to the extent) this option is exercised for one or more Option Shares: (i) 

  
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more than three (3) months after the date Optionee ceases to be an Employee for any reason other than death or Permanent Disability or (ii) more than twelve (12) months after the
date Optionee ceases to be an Employee by reason of Permanent Disability. 
 (b) This option shall not become exercisable in
the calendar year in which granted if (and to the extent) the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which this option would otherwise first become exercisable in such calendar year would, when added to
the aggregate value (determined as of the respective date or dates of grant) of the Common Stock and any other securities for which one or more other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other
option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. To the extent an Option designated as an Incentive Stock Option
would become exercisable for the first time for an amount in excess of One Hundred Thousand Dollars ($100,000), the excess amount shall be exercisable as a Non-Statutory Stock Option. 

(c) Should Optionee hold, in addition to this option, one or more other options to purchase Common Stock which become exercisable for
the first time in the same calendar year as this option, then the foregoing limitations on the exercisability of such options as Incentive Options shall be applied on the basis of the order in which such options are granted. 

  
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 APPENDIX

 The following definitions shall be in effect under the Agreement: 

A. Agreement shall mean this Stock Option Agreement. 

B. Board shall mean the Corporation’s Board of Directors. 

C. Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following
transactions: 
 (i) a merger, consolidation or other reorganization approved by the Corporation’s
stockholders, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and
in substantially the same proportion, by the persons who beneficially owned the Corporation’s outstanding voting securities immediately prior to such transaction, or 

(ii) a stockholder-approved sale, transfer or other disposition of all or substantially all of the Corporation’s
assets in complete liquidation or dissolution of the Corporation, or 
 (iii) the acquisition, directly or
indirectly by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of
Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the
Corporation’s stockholders. 
 In no event shall any public offering of the Corporation’s securities be deemed to
constitute a Change in Control. 
 D. Code shall mean the Internal Revenue Code of 1986, as amended. 

E. Common Stock shall mean the Corporation’s common stock. 

F. Corporation shall mean Pacira, Inc., a Delaware corporation, and any successor corporation to all or substantially all
of the assets or voting stock of Pacira, Inc. which shall by appropriate action assume this option. 
 G.
Disability shall mean the inability of Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment and shall be determined by the Plan Administrator on the basis of such
medical 

  
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evidence as the Plan Administrator deems warranted under the circumstances. Disability shall be deemed to constitute Permanent Disability in the event that such Disability is expected to
result in death or has lasted or can be expected to last for a continuous period of twelve (12) months or more. 
 H.
Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of
performance. 
 I. Exercise Date shall mean the date on which the option shall have been exercised in accordance
with Paragraph 9 of the Agreement. 
 J. Exercise Price shall mean the exercise price payable per Option Share as
specified in the Grant Notice. 
 K. Expiration Date shall mean the date on which the option expires as specified
in the Grant Notice. 
 L. Fair Market Value per share of Common Stock on any relevant date shall be determined in
accordance with the following provisions: 
 (i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question, as the price is reported by the National Association of Securities Dealers on the Nasdaq National Market and published
in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

 (ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the
closing selling price per share of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding
date for which such quotation exists. 
 (iii) If the Common Stock is at the time neither listed on any Stock
Exchange nor traded on the Nasdaq National Market, then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate. 

M. Grant Date shall mean the date of grant of the option as specified in the Grant Notice. 

  
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 N. Grant
Notice shall mean the Notice of Grant of Stock Option accompanying the Agreement, pursuant to which Optionee has been informed of the basic terms of the option evidenced hereby. 

O. Incentive Option shall mean an option which satisfies the requirements of Code Section 422. 

P. Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by Optionee, any unauthorized use
or disclosure by Optionee of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by Optionee adversely affecting the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss Optionee or any other person in the Service of the Corporation
(or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan or this Agreement, to constitute grounds for termination for Misconduct. 

Q. 1934 Act shall mean the Securities Exchange Act of 1934, as amended. 

R. Non-Statutory Option shall mean an option not intended to satisfy the requirements of Code Section 422. 

S. Option Shares shall mean the number of shares of Common Stock subject to the option. 

T. Optionee shall mean the person to whom the option is granted as specified in the Grant Notice. 

U. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain. 
 V. Plan shall mean the Corporation’s Second Amended and Restated
2007 Stock Option/Stock Issuance Plan. 
 W. Plan Administrator shall mean either the Board or a committee of the
Board acting in its capacity as administrator of the Plan. 
 X. Purchase Agreement shall mean the stock purchase
agreement in substantially the form of Exhibit B to the Grant Notice. 
 Y. Service shall mean the Optionee’s
performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a non-employee member of the board of directors or an independent consultant. 

  
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 Z. Stock
Exchange shall mean the American Stock Exchange or the New York Stock Exchange. 
 AA. Subsidiary shall
mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock
possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
 BB. Vesting Schedule shall mean the vesting schedule specified in the Grant Notice pursuant to which the Optionee is to vest in the Option Shares in a series of installments over his or her
period of Service. 

  
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