EXHIBIT 10.42


 


	
  [Form of
  Non-employee Director Stock Option Agreement]

  	
   

  	
   

  
	
  NQO No. XX-XX

  	
   

  	
  Option for

  
	
   

  	
   

  	
  XXXXXX
  Shares

  



 


MEDAREX,
INC.


NONQUALIFIED
STOCK OPTION AGREEMENT


 


FOR          STOCK
OPTION PLAN


 


MEDAREX, INC. a New
Jersey corporation (the “Company”), in consideration of the value to it of the
continuing services of XXXXXXX
(hereinafter called “Optionee”), which continuing services the grant of this
option is designed to secure, and in consideration of the various undertakings
made herein by Optionee, and pursuant to its XXXX Stock
Option Plan (hereinafter called the “Plan”), hereby grants to
Optionee an option (the “Option”), evidenced by this Option Agreement,
exercisable for the period and upon the terms hereinafter set out, to purchase XXXXX  shares (the “Option Amount”) of $.01
par value common stock of the Company (“Common Stock”) at a price of $XXXXX  per share (the “Option Price”),
which price represents at least the fair market value (as such term is defined
in the Plan) of the shares as of the Date of Grant (as hereinafter defined).


 


1.  Term
of Option. 
This Option is granted and dated on the date set forth next above the
signature shown (sometimes hereinafter called the “Date of Grant”), and will
terminate and expire, to the extent not previously exercised, one day prior to
the end of ten (10) years after the Date of Grant (i.e, on the XXX day of XXXXX, XXXX), or at such earlier time as may be
specified in Section 4 hereof.


 


2.  Vesting.  Except as set forth in the immediately
following sentence or as otherwise provided in the Plan or this Option
Agreement, this Option is exercisable in whole or in part at any time and from
time to time prior to the termination of the Option pursuant to Section 4
herein.  Notwithstanding the foregoing,
under no circumstances shall this Option be exercisable within six (6) months
(or such greater or lesser period prescribed or permitted by any applicable
rule or regulation promulgated under the Securities Exchange Act of 1934, as
amended, (the “Exchange Act”), including, without limitation, Rule 16(b)-3)
from the Date of Grant hereof; provided, however, that upon the occurrence of
an event constituting a Change of Control, as such term is defined in the Plan,
the Option Amount shall become immediately exercisable in full.


 


3.  Non-Transferability.  This Option is transferable to an optionee’s
family members pursuant to a gift or by means of a domestic relations
order.  An optionee may not sell or
otherwise transfer an option for values.


 


4.  Manner
of Exercise. 
The Optionee (or other person entitled to exercise the Option) shall
purchase shares of Common Stock subject hereto by the payment to the Company of
the


 





















 


Option Price in full.  This Option is to be exercised by written
notice to the Company stating the full number of shares to be purchased and the
time of delivery thereof, which shall be at least 15 days after the giving of
notice unless an earlier date shall have been agreed upon between Optionee (or
other person entitled to exercise the Option) and the Company.  At such time, the Company shall, without
transfer or issue tax to the Optionee (or other person entitled to exercise the
Option), deliver at the principal office of the Company, or at such other place
as shall be mutually agreed upon, a certificate or certificates for such shares
against payment of the Option Price therefor in full for the number of shares
to be delivered; provided, however, that the time of delivery may be postponed
by the Company for such period as may be required for it to comply with
reasonable diligence with any requirements of law.  Payment of the Option Price shall be made in
cash either by a certified or official bank check; provided, however, that
during the 60-day period from and after a Change of Control the Optionee
(unless the Optionee initiated a Change of Control in a capacity other than as
an officer or director of the Company within the meaning of Section 16 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
rules and regulations thereunder), shall have the right, in lieu of the payment
of the full Option Price of the shares of the Common Stock being purchased
under the Option, by forwarding written notice to the Company, to elect (within
such 60-day period) to surrender all or part of the Option to the Company and
to receive in cash an amount equal to the amount by which the fair market value
per share of Common Stock on the date of exercise shall exceed the Option Price
per share under the Option multiplied by the number of shares of Common Stock
granted under the Option as to which the right granted by this proviso shall
have been exercised. The written notice provided by the Optionee shall specify
the Optionee’s election to purchase shares subject to this Option or to receive
the cash payment herein provided.


 


Notwithstanding the foregoing, payment in
whole or in part of the Option Price may be made in unrestricted shares of
Common Stock which are already owned by the Optionee free and clear of any
liens, claims, encumbrances or security interests, based upon the fair market
value (as defined in the Plan) of the Common Stock on the date the Option is
exercised.  No shares of Common Stock
shall be issued until full payment therefor has been made.  If the Optionee (or other persons entitled to
exercise the Option) fails to accept a delivery of, or to pay for all or any
part of the number of shares specified in such notice upon tender or delivery
thereof, the right to exercise the Option with respect to such undelivered
shares shall be thereupon terminated.


 


5.  Termination
of Employment.


 


(a)  Death.  If any Optionee’s relationship with or
employment by the Company and/or any of its subsidiaries terminates by reason
of death, this Option may thereafter be exercised immediately in full by the
legal representative of the estate or by the legatee of the Optionee under the
will of the Optionee until the expiration of the stated term of the Option.


 


(b)  Permanent
Disability.  If the Optionee’s
relationship with or employment by the Company and/or any of its subsidiaries
terminates by reason of “Permanent and Total Disability” (as defined in Section 22(e)(3) of the Code), this Option may, to the extent such
Option has vested, thereafter be exercised by the Optionee for a period of
three years from the date of such termination or expiration of the stated term
of the Option, whichever period is the shorter.


 





















 


(c)    Termination for
Cause.  If the Optionee’s
relationship with or employment by the Company is terminated by the Company for
reason of willful violation of the Company’s policies, the Option shall
thereupon terminate.  Notwithstanding the
foregoing, nothing herein shall be deemed to alter the at-will employment
status of an employee of the Company in any way.


 


(d)  Other
Termination.  If the Optionee’s
relationship with or employment by the Company terminates for any reason other
than death or permanent disability or for reason of willful violation of the
Company’s policies, this Option may, to the extent such Option has vested,
thereafter be exercised by the Optionee for a period of three months from the
date of such termination or expiration of the stated term of the Option,
whichever period is the shorter; provided, however, that if such termination is
by action of the Company within 18 months following a Change of Control (other
than discharge for reason of willful violation of the Company’s policies ), any
unexercised portion of this Option may be exercised by the Optionee until the
earlier of six months and one day after such termination or the expiration of
such Option in accordance with the terms hereof.


 


(e)    Directors.  Notwithstanding anything in this Section 5
to the contrary, if the Optionee is a non-employee member of the Board of
Directors of the Company, when such Optionee’s term on the Board of Directors
of the Company terminates by reason of retirement, permanent disability or
resignation (in each case, except in the event of a willful violation of the
Company’s policies), this Option, to the extent such Option has vested, shall remain
exercisable until the expiration of the stated term of the Option.


 


6.  Adjustments
on Recapitalization.  The number of shares of Common Stock subject
hereto and the Option Price per share shall be proportionately adjusted for any
increase or decrease in the number of issued shares of the Common Stock
resulting from the subdivision or consolidation of the shares, or the payment
of a stock dividend after the Date of Grant, or other decrease or increase in
the shares of Common Stock outstanding effected without receipt of
consideration by the Company; provided, however, that any Options to purchase
fractional shares resulting from such adjustments shall be eliminated.


 


If the Company shall at any time merge or
consolidate with or into another corporation, the holder of this Option will
thereafter receive, upon the exercise thereof, the securities or property to
which a holder of the number of shares of Common Stock then deliverable upon
the exercise of such Option would have been entitled upon such merger or
consolidation, and the Company shall take such steps in connection with such
merger or consolidation as may be necessary to assure that the provisions of
the Plan shall thereafter be applicable, as nearly as reasonably may be, in
relation to any securities or property thereafter deliverable upon the exercise
of such Option.  A sale of consideration
(apart from the assumption of obligations) consisting primarily of securities
shall be deemed a merger or consolidation for the foregoing purposes.  In the event of the proposed dissolution,
liquidation or reorganization of the Company, other than pursuant to a merger
or consolidation as referred to above, the Option granted hereunder shall
terminate as of a date to be fixed by the Committee (as that term is defined in
the Plan); provided that not less than 30 day’s prior written notice of the
date so fixed shall be given to the Optionee, and the Optionee shall have the
right, during the period of thirty


 





















 


(30) days preceding such termination, to
exercise his or her Option as to all or any part of the shares covered thereby,
including shares as to which such Option would not otherwise be exercisable.


 


7.  Subject
to Plan.  This Option is subject to all the terms and
conditions of the Plan, and specifically to the power of the Committee to make
interpretations of the Plan and of the options granted thereunder, and of the
Board of Directors of the Company (“Board of Directors”) to alter, amend,
suspend or discontinue the Plan subject to the limitations expressed in the
Plan.  By acceptance hereof, Optionee
acknowledges receipt of a copy of a Summary Plan Description which describes
the basic terms and conditions of the Plan and is attached hereto as Exhibit
A, and recognizes and agrees that determinations, interpretations or other
actions respecting the Plan may be made by a majority of the Board of Directors
or of the Committee, and that such determinations, interpretations or other
actions are final, conclusive and binding upon all parties, including Optionee.


 


8.  Rights
as Shareholder.  This Option shall not entitle Optionee or any
permitted transferee hereof to any rights of a shareholder of the Company or to
any notice of proceedings of the Company or to any notice of proceedings of the
Company in respect of any shares issuable upon exercise of this Option unless
and until the Optionee has given to the Company a written notice of exercise,
has paid in full the Option Price for such shares and, if applicable, has given
a representation to the Company that he or she is purchasing such shares for
investment only and not with a view towards any distribution.  The Company shall not be required to issue or
deliver any certificate for shares of its Common Stock purchased hereunder
prior to compliance with applicable federal and state laws and regulations with
respect to the issuance, registration or listing of such shares.


 


9.  Securities Laws.    Optionee acknowledges that he or she has
been informed of, or is otherwise familiar with, the nature and the limitations
imposed by the Securities Act of 1933, as amended (the “Act”), the Exchange
Act, and the rules and regulations thereunder (in particular, Rule 144,
promulgated under the Act and Section 16 of the Exchange Act, and Rule
16b-3 promulgated thereunder), concerning the shares issuable upon exercise of
this Option and agrees to be bound by the restrictions embodied in such Act,
the Exchange Act, and all the rules and regulations promulgated thereunder.


 


10.  Miscellaneous;
Governing Law.


 


(a) In the event the Option shall be
exercised in whole, this Option Agreement shall be surrendered to the Company
for cancellation.  In the event the
Option shall be exercised in part, or a change in the number or designation of
the Common Stock shall be made, this Option Agreement shall be delivered by
Optionee to the Company for the purpose of making appropriate notation thereon,
or of otherwise reflecting, in such manner as the Company shall determine, the
partial exercise or the change in the number of designation of the Common Stock.


 


(b) 
The Option shall be exercised in accordance with such administrative
regulations as the Committee shall from time to time adopt.


 





















 


(c) 
The Option and this Option Agreement shall be construed, administered
and governed in all respects under and by the laws of the State of New Jersey.


 


(d) 
Optionee hereby agrees that he or she will make such arrangements as the
Company deems necessary to discharge any federal, state, or local income or
payroll tax withholding obligations imposed upon the Company with respect to
this Option.  Upon Optionee’s request and
subject to the Company’s approval, in its sole discretion, and in compliance
with any applicable conditions or restrictions of law, the Company may withhold
from fully vested shares of Common Stock otherwise issuable to Optionee upon
exercise of the Option a number of whole shares of Common Stock having a fair
market value, determined as of the date of exercise, not in excess of the
minimum amount of tax required to be withheld by law.


 


(e) 
Nothing contained in this Agreement shall confer upon Optionee the right
to employment by the Company or any of its subsidiaries.


 


IN WITNESS WHEREOF, this Option Agreement is
executed as of the XXX day of XXXX, XXX.


 


 


	
   

  	
  MEDAREX, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: