Exhibit 10.1





Exhibit 10.1









Nonstatutory Stock Option Agreement

for Non-Employee Directors

Granted Under 2006 Stock Incentive Plan




1. Grant of Option.



This agreement evidences the grant by Sucampo 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 2006 Stock Incentive Plan (the “Plan”), a total of
 _____ 

shares (the
“Shares”) of Class A common stock, $0.01 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 tenth anniversary of the Grant Date (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”) [initial grants: as to one twelfth (1/12) of the
Shares (rounded up the nearest whole number of Shares) at the end of every three-month period
following the Grant Date, becoming fully vested on the third anniversary of the Grant Date] [annual
grants: as to one twelfth (1/12) of the Shares (rounded up the nearest whole number of Shares) at
the end of every one-month period following the Grant Date, becoming fully vested on the first
anniversary of the Grant Date]. Notwithstanding the foregoing, this option shall vest in full
immediately prior to the occurrence of a Change of Control Event (as defined in Section 8) with
respect to the Company.



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 of the
Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code
(an “Eligible Participant”).



(c) Termination of Relationship with the Company. If the Participant ceases to be an
Eligible Participant for any reason, then the right to exercise this option shall terminate one
year 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.



4. Agreement in Connection with Public Offering.



The Participant agrees, in connection with any underwritten public offering of the Company’s
securities pursuant to a registration statement under the Securities Act, (i) not to sell, make
short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of
Common Stock held by the Participant (other than those shares included in the offering) without the
prior written consent of the Company or the underwriters managing such initial underwritten public
offering of the Company’s securities for a period of 90 days from the effective date of such
registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be
requested by the Company or the managing underwriters at the time of such offering.



5. 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.



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



7. Provisions of the Plan.



This option is subject to the provisions of the Plan, a copy of which is furnished to the
Participant with this option.



8. Change of Control Events.




A “Change of Control Event” shall mean:


 


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(a) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) 25% or more of either (x) the
then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or
(y) the combined voting power of the then-outstanding securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change in Control Event: (1) any acquisition directly from the
Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security
exercisable for, convertible into or exchangeable for common stock or voting securities of the
Company, unless the Person exercising, converting or exchanging such security acquired such
security directly from the Company or an underwriter or agent of the Company), (2) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, (3) any acquisition by any corporation pursuant to a
Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (c)
of this definition, (4) any acquisition by Sachiko Kuno or Ryuji Ueno (Dr. Kuno and Dr. Ueno being
referred to as the “Founders”) or (5) any acquisition by a trust of which either or both Founders
are the sole trustees or otherwise control all decisions regarding the voting of any shares of
Company stock held by such trust, provided that such trust is established solely for the benefit of
(A) either or both Founders, (B) either Founder’s children, parents, uncles, aunts, siblings and
descendents of such siblings or grandchildren and descendents of such grandchildren, (C) the
estates of any of the foregoing individuals; or



(b) such time as the Continuing Directors (as defined below) do not constitute a majority of
the Board (or, if applicable, the Board of Directors of a successor corporation to the Company),
where the term “Continuing Director” means at any date a member of the Board (x) who was a member
of the Board on the date of the initial adoption of the Plan by the Board or (y) who was nominated
or elected subsequent to such date by at least a majority of the directors who were Continuing
Directors at the time of such nomination or election or whose election to the Board was recommended
or endorsed by at least a majority of the directors who were Continuing Directors at the time of
such nomination or election; provided, however, that there shall be excluded from
this clause (y) any individual whose initial assumption of office occurred as a result of an actual
or threatened election contest with respect to the election or removal of directors or other actual
or threatened solicitation of proxies or consents, by or on behalf of a person other than the
Board;



(c) the consummation of a merger, consolidation, reorganization, recapitalization or share
exchange involving the Company or a sale or other disposition of all or substantially all of the
assets of the Company (a “Business Combination”), unless, immediately following such Business
Combination, each of the following two conditions is satisfied: (x) all or substantially all of the
individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding securities entitled to vote generally in the election
of directors, respectively, of the resulting or acquiring corporation in such Business Combination
(which shall include, without limitation, a corporation which as a result of such transaction owns
the Company or substantially all of the Company’s assets either directly or through one or more
subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring
Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person
(excluding the Acquiring Corporation or any employee benefit plan (or related trust) maintained or
sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or
indirectly, 25% or more of the then-outstanding shares of common stock of the Acquiring
Corporation, or of the combined voting power of the then-outstanding securities of such corporation
entitled to vote generally in the election of directors (except to the extent that such ownership
existed prior to the Business Combination); or


 


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(d) the consummation of any other transaction that is a “Rule 13e-3 transaction” as defined in
Rule 13e-3(a)(3) under the Exchange Act.



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.



	 	 	 	 	 	 	 
	 	 	SUCAMPO PHARMACEUTICALS, INC.
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:
 _____ 



	 	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 2006 Stock
Incentive Plan.



	 	 	 	 	 
	 	 	PARTICIPANT:
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 







 


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