peregrine_8k-ex0415.htm


    EXHIBIT
4.15

     

    PEREGRINE
PHARMACEUTICALS, INC.

    2009
STOCK INCENTIVE PLAN

    NON-QUALIFIED
STOCK OPTION AGREEMENT

    


    NON-QUALIFIED
STOCK OPTION AGREEMENT (the “Agreement”) dated as of __________, between
PEREGRINE PHARMACEUTICALS, INC., a Delaware corporation (collectively with its
direct and indirect subsidiaries, the “Company”), and ________, an employee of
the Company (“Optionee” or “Participant”).

     

    The
Compensation Committee of the Board of Directors of the Company (the
“Committee”) has determined that the objectives of the Peregrine
Pharmaceuticals, Inc. 2009 Stock Incentive Plan (the “Plan”) will be furthered
by granting to Optionee options pursuant to the Plan.  Any capitalized
terms not otherwise defined in this Agreement shall have the meaning ascribed to
them in the Plan.

     

    In
consideration of the foregoing and of the mutual undertakings set forth in this
Agreement, the Company and Optionee agree as follows:

    


    
      1.   Grant
of Option.


       

      (a)    The Company
hereby grants to Optionee options (the “Options”) to purchase ______ Shares
of Common Stock of the Company (the “Shares”) at a purchase price of ___
per Share.  The Options shall not qualify as incentive stock options
as described under Section 422 of the Internal Revenue Code.

       

      (b)    For purposes
of this Agreement, the term “Cause” means the Participant’s (i) embezzlement,
fraud or any conduct related to the performance of the Participant’s duties for
the Company that constitutes a crime, (ii) unauthorized
disclosure of confidential information or breach of any confidentiality or
non-disclosure agreement with the Company or any of its Subsidiaries, (iii) willful and
habitual breach of duties,
after notice to the Participant affording the Participant a reasonable
opportunity to cure, or (iv) breach or
violation of any statutory or common law duty of loyalty to the Company or the
Company’s Affiliates.

    

    
2.   Exercisability. Subject to the further
terms of this Agreement, the Options shall vest and become exercisable in
accordance with Schedule 1 hereto.  Unless earlier terminated pursuant
to the provisions of the Plan or paragraph 5 of this Agreement, the unexercised
portion of the Options shall expire and cease to be exercisable at 5:00 pm PST
ten (10) years from the date of this Agreement.  This Agreement shall
not confer upon Optionee any right with respect to continuation of her/his
employment or consulting relationship with the Company, nor shall it interfere
with or affect in any manner the right or power of the Company, or a parent or
subsidiary of the Company, to terminate any agreement with Optionee in
accordance with the terms thereof.

     

    3.   Method of
Exercise.  The Options or any part of them may be exercised
only by the giving of written notice to the Company in substantially the form
annexed hereto as Schedule 2 hereto, or on such other form and in such other
manner as the Committee shall prescribe from time to time.  Such
written notice must be accompanied by payment of the full purchase price for the
number of Shares with respect to which the Options are being
exercised.  Such payment may be made by one or a combination of the
following methods:  (i) by a check acceptable to the Company; or
(ii) by such other
method as the Committee may authorize including, in the discretion of the
Committee, the recourse promissory note of the Optionee.  The date of
exercise of the Options shall be the date on which written notice of exercise is
hand delivered to the Company and payment of the full purchase price for the
number of Shares with respect to which the Options are being exercised, during
normal business hours, at its address as provided in Section 7 of this
Agreement, or, if mailed, the date on which it is postmarked, provided such
notice is actually received.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    4.   Optionee's
Representations.  As a condition to the exercise of an Option,
the Company may require Optionee to make any representation and warranty to the
Company as may be required by any applicable law or regulation.

    


    5.   Termination
of Employment; Death.  Upon termination of Optionee’s
employment with or status as a consultant to, the Company for any reason, the
Options will immediately terminate and expire, except as provided in paragraphs
(a) or (b) of this Section 5.

     

    (a)    If Optionee
resigns as an employee of, or consultant to, the Company with the Company's
prior written consent, or if the Company terminates Optionee's employment by the
Company without Cause (as defined herein), the Option will be exercisable but
only to the extent it was exercisable at
the time of such termination or resignation and only until the earlier of the
expiration date of the Option, determined pursuant to Section 2 of this
Agreement, or the expiration of three (3) months following such termination or
resignation.

     

    (b)    If Optionee
dies or becomes Permanently Disabled while employed by, or rendering services as
a consultant to, the Company or after Optionee's employment or status as a
consultant to the Company terminates but during a period in which the
Option is exercisable pursuant to paragraph (a) of this Section 5, the
Option will be exercisable but only to the extent it was exercisable at the time
of death and only until the earlier of the expiration date of the Option,
determined pursuant to Section 2 of this Agreement, or the expiration of twelve
(12) months following the date of Optionee's death.

    


    6.   Plan
Provisions to Prevail.  This Agreement is subject to all of the
terms and provisions of the Plan.  Without limiting the generality of
the foregoing, by entering into this Agreement Optionee agrees that no member of
the Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any award thereunder or this
Agreement.  In the event that there is any inconsistency between the
provisions of this Agreement and of the Plan, the provisions of the Plan shall
govern.

    


    7.   Notices.  Any
notice to be given to the Company hereunder shall be in writing and shall be
addressed to Paul J. Lytle, Corporate Secretary, or at such other address as the
Company may hereafter designate to Optionee by notice as provided in this
Section 7. Any notice to be given to Optionee hereunder shall be addressed to
Optionee at the address set forth beneath her/his signature hereto, or at such
other address as Optionee may hereafter designate to the Company by notice as
provided herein.  A notice shall be deemed to have been duly given
when personally delivered or mailed by registered or certified mail to the party
entitled to receive it.

    


    8.   Successors
and Assigns.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and the successors and assigns of the Company
and to the extent consistent with Section 5 of this Agreement and with the Plan,
the heirs and personal representatives of Optionee.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    9.   Governing
Law.  This Agreement shall be interpreted, construed and
administered in accordance with the laws of the State of California as they
apply to contracts made, delivered and performed in the State of
California.  Any dispute arising hereunder shall be resolved by
binding arbitration before the American Arbitration Association under its
Commercial Arbitration Rules, before a single arbitrator in Orange County,
California.  The parties will mutually determine the arbitrator from a
list of arbitrators obtained from the American Arbitration Association office
located in Orange County, California.  If the parties are unable to
agree on the arbitrator, the arbitrator will be selected by the American
Arbitration Association with a preference for selecting a retired federal
district judge or state superior court judge as the arbitrator.

     

    10.   Withholding.  Upon
exercise, the Optionee hereby agrees to promptly provide the necessary tax
withholding, if applicable, in the Committee’s view, pursuant to Section V of
Article 4 of the Plan.

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first written above.

    
       

      
        	 	
                PEREGRINE
      PHARMACEUTICALS, INC.

                


                


                By:________________________________

                


                


                


                OPTIONEE:

                


                ___________________________________

                Signature

                 

                Name:______________________________

                 

                Social
      Security Number:

                ___________________________________

              


      

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    
      
SCHEDULE
1 TO NON-QUALIFIED STOCK OPTION AGREEMENT

    

    PURSUANT
TO PEREGRINE PHARMACEUTICALS, INC.

    2009
STOCK INCENTIVE PLAN

    


    (This
Schedule 1 shall be incorporated by reference and become a part of the Option
Agreement between the Company and the Optionee.)

    


    I.   NON-QUALIFIED
STOCK OPTIONS:  Non-qualified stock options generally give rise
to ordinary compensation income for the Optionee when the option is
exercised.  The Company may require the Optionee to make arrangements
for the payment of withholding taxes by the Company if the Optionee is an
employee of the Company at the time of the exercise of the Non-qualified stock
option.

    


    Date of
Grant:

    


    Earliest Exercise Date:

    


    Exercise
Price:

    


    Number of
Shares:

     

    
      Vesting
Schedule:

       

    

    
      
      

      
        	
                Vesting Date

              	
                Options Vested

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


      

      
Expiration
Date:

    

    


    Governing Law; Resolution of
Disputes.  This Agreement has been made, executed and delivered
in, and the interpretation, performance and enforcement hereof shall be governed
by and construed under the laws of the State of California.  Any
dispute arising hereunder shall be resolved by binding arbitration before the
American Arbitration Association under its Commercial Arbitration Rules, before
a single arbitrator in Orange County, California The parties will mutually
determine the arbitrator from a list of arbitrators obtained from the American
Arbitration Association office located in Orange County,
California.  If the parties are unable to agree on the arbitrator, the
arbitrator will be selected by the American Arbitration Association with a
preference for selecting a retired federal district judge or state superior
court judge as the arbitrator.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    I have
read the Peregrine Pharmaceuticals, Inc. 2009 Stock Incentive Plan, the terms of
which are incorporated herein.  As Optionee, I hereby acknowledge that
as of the date of the Options referenced above, it sets forth the entire
understanding between the undersigned Optionee and the Company and its
Affiliates regarding the Options and supersedes all prior oral and written
agreements on that subject with the exception of (i) the options and any other
stock awards previously granted and delivered to the undersigned under stock
award plans of the Company, and (ii) the following agreements only:

    


    NONE _________

    (Initial)

    


    OTHER ______________________________________________________________________________________

     

    IN
WITNESS WHEREOF, this Non-Qualified Stock Option Agreement pursuant to the
Peregrine Pharmaceuticals, Inc. 2009 Stock Incentive Plan has been delivered by
the parties hereto.

    
       

      
        	Date:
      _______________	“Optionee” 

                _________________________________________

                 

                Name
      ____________________________________

                 

                Address
      __________________________________

                _________________________________________

                _________________________________________

                 

                Social
      Security Number
_______________________

              


      

       

      The
Company hereby agrees to

    

    all the
terms of the Agreement.

    


    Peregrine
Pharmaceuticals, Inc.

    


    


    By:
___________________________________________

    Name:  Paul
J. Lytle

    Title:
Chief Financial Officer

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
2

    


    PEREGRINE
PHARMACEUTICALS, INC.

    EXERCISE
NOTICE

    


    Peregrine
Pharmaceuticals, Inc.

    14272
Franklin Avenue

    Tustin,
CA 92780

    


    


    


    
      	
              1.

            	
              Exercise of
      Option.

            


    

    


    Effective
as of today,                                          
, ________________ the undersigned (“Optionee”) hereby elects to
exercise Optionee's Options to purchase                     shares
of Common Stock (the “Shares”)  of Peregrine Pharmaceuticals,
Inc.  (the “Company”) under and pursuant to the Non-Qualified Stock
Option Agreement dated as of                          
 (the “Option Agreement”) between the Company and Optionee pursuant
to the Option Agreement.

    


    
      	
              2.

            	
              Rights as
      Shareholder

            


    

    


    
      	 	
              (i)

            	
              Until
      the certificate evidencing the Shares is issued (as evidenced by the
      appropriate entry on the stock ownership register of the Company or of a
      duly authorized transfer agent of the Company), no right to receive
      distributions or any other rights as a shareholder shall exist with
      respect to the Shares, notwithstanding the exercise of the
      Option.  The Company shall issue (or cause to be issued) such
      certificate promptly upon exercise of the
  Option.

            


    

    


    
      	 	
              (ii)

            	
              Upon
      issuance of the certificate, Optionee shall enjoy rights as a shareholder
      of Common Stock until such time as Optionee disposes of the Shares or the
      Company.

            


    

    


    
      	
              3.

            	
              Governing Law;
      Severability. This Notice shall be governed by and construed in
      accordance with the laws of the State of California excluding that body of
      law pertaining to conflicts of law.  Should any provision of
      this Notice be determined by a court of law to be illegal or
      unenforceable, the other provisions shall nevertheless remain effective
      and shall remain enforceable.  Any dispute arising hereunder
      shall be resolved by binding arbitration before the American Arbitration
      Association under its Commercial Arbitration Rules, before a single
      arbitrator in Orange County. The parties will mutually determine the
      arbitrator from a list of arbitrators obtained from the American
      Arbitration Association office located in Orange County.  If the
      parties are unable to agree on the arbitrator, the arbitrator will be
      selected by the American Arbitration Association with a preference for
      selecting a retired federal district judge or state superior court judge
      as the arbitrator.

            


    

    


    
      	
              4.

            	
              Notices.  Any
      notice required or permitted hereunder shall be given in writing and shall
      be deemed effectively given upon personal delivery or upon deposit in the
      United States mail by certified mail, with postage and fees prepaid,
      addressed to the other party at its address as shown below beneath its
      signature, or to such other address as such party may designate in writing
      from time to time to the other
party.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              Further
      Instruments.  The parties agree to execute such further
      instruments and to take such further action as may be reasonably necessary
      to carry out the purposes and intent of this
  Notice.

            


    

    


    
      	
              6.

            	
              Delivery of
      Payment.  Optionee herewith delivers to the Company the
      full purchase price for the Shares as set forth in paragraph 1 of the
      Option Agreement.

            


    

    


    
      	
              7.

            	
              Entire
      Agreement.  The Option Agreement is incorporated herein
      by reference.  This Notice, the Option Agreement and the Plan
      constitute the entire agreement of the parties and supersede in their
      entirety all prior undertakings and agreements of the Company and Optionee
      with respect to the subject matter hereof.  In the event of a
      conflict or discrepancy between the terms of this Agreement and the
      Peregrine Pharmaceuticals, Inc. 2009 Stock Incentive Plan (the “Plan”),
      the terms of the Plan shall
control.

            


    

    


    
      	
              8.

            	
              Representatives of
      Optionee.  Optionee acknowledges that Optionee has
      received, read and understood the Option Agreement and this Notice and
      agrees to abide by and be bound by the terms and conditions of the Option
      Agreement and this Notice.

            


    

     

    
       

      
        	
                Submitted
      by:

              	
                Accepted
      by:

              
	 	 
	
                OPTIONEE:

              	
                PEREGRINE
      PHARMACEUTICALS, INC.

              
	 	 
	
                
                  By:
      ____________________________

                

              	
                By:
      __________________________

              
	 	 
	
                Name:
      __________________________

              	 
	 	 
	
                Address:
      ________________________

              	 
	 	 
	_______________________________	 


      

       

       

      
        
          
          

        

        
          7