**Exhibit 10.3**

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**NEOSE TECHNOLOGIES, INC.2004 EQUITY INCENTIVE PLAN**

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**NON-QUALIFIED STOCK OPTION AWARD AGREEMENT**

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Neose Technologies, Inc. (the “Company”) herebygrants to                       (the “Optionee”) an option (the “Option”) to purchase a total of               shares of the Company’s Common Stock, at the price and on the terms set forthherein, and in all respects subject to the terms and provisions of the NeoseTechnologies, Inc. 2004 Equity Incentive Plan (the “Plan”) applicable toNon-Qualified Stock Options, which terms and provisions are incorporated byreference herein.  Unless otherwisedefined herein, capitalized terms used but not defined herein shall have themeanings given to them in the Plan.

 

# **1.****             Nature of the Option. **TheOption is intended to be a Non-Qualified Stock Option and is **NOT** intended to be an incentivestock option within the meaning of Section 422 of the Code.

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# **2.****             Date of Grant. **TheOption is granted as of the           ,20     (the “Date of Grant”).

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# **3.****             Term of Option.**  The Option shall have a term of ten years fromthe Date of Grant and shall terminate at 5:00 p.m. on           ,       unless it is terminated at anearlier date pursuant to the provisions of this Agreement or the Plan.

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# **4.****             OptionExercise Price.** The Optionexercise price is $                per share.

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# **5.****             Exerciseof Option.**

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## **5.1****          Vesting.**  Subject to Section 12 of the Plan, theOption shall become vested and will be exercisable during its term only inaccordance with the terms and provisions of the Plan and this Award Agreement,                         the Option becoming exercisable with respect to     %of the shares subject to the Option on                               ,until the Option is exercisable with respect to 100% of the shares; provided thatvesting shall cease upon the Optionee’s termination of employment or otherService.

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## **5.2****          Right to Exercise**.  Subject to the vesting provisions of Section 5.1above and the termination provisions of Section 6.7 of the Plan, theOption may be exercised in whole or in part at any time and from time to timeduring the term of the Option.  Anyportion of the Option that is not vested is not exercisable.  The unvested portion of the Option may not beexercised until it becomes vested in accordance with Section 5.1.

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## **5.3****          Method of Exercise**.  The Option shall be exercisable by writtennotice from the Optionee to the Company setting forth the Optionee’s electionto exercise the Option and the number of shares in respect of which the Optionis being exercised.  Such notice shall besigned by the Optionee, delivered to the Company in a manner consistent with Section 13.13of the Plan, and accompanied by payment of the exercise price.  The Option will be deemed to be 

 

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## exercised upon the receipt by the Company of such notice and payment ofthe exercise price.  The Optionee shallhave no right to vote or receive dividends and shall have no other rights as astockholder with respect to the shares with respect to which the Option isexercised, notwithstanding the exercise of the Option, until the issuance bythe Company (as evidenced by the appropriate entry on the books of the Companyor of a duly authorized transfer agent of the Company) of the stock certificateevidencing the shares that are being issued upon exercise of the Option.  The Company will issue (or cause to beissued) such stock certificates promptly following the exercise of theOption.  The certificate or certificatesfor the shares as to which the Option shall be exercised shall be registered inthe name of the Optionee and shall contain any legend as may be required underthe Plan and/or applicable law.

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## **5.4****          Restrictions on Exercise**.  The Option may not be exercised if theissuance of the shares upon such exercise would constitute a violation of anyapplicable federal or state securities laws or other laws or regulations.  As a condition to the exercise of the Option,the Company may require the Optionee to make any representations and warrantiesto the Company as may be required by the Plan or any applicable law orregulation.

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# **6.****             Withholding.**  The Company reservesthe right to withhold, in accordance with any applicable laws, from anyconsideration payable to the Optionee any taxes required to be withheld byfederal, state or local law as a result of the grant or exercise of the Optionor the sale or other disposition of the shares issued upon exercise of theOption.  If the amount of anyconsideration payable to the Optionee is insufficient to pay such taxes or ifno consideration is payable to the Optionee, then upon the request of theCompany, the Optionee (or such other person entitled to exercise the Option)shall pay to the Company an amount sufficient for the Company to satisfy anyfederal, state or local tax withholding requirements the Company may incur as aresult of the grant or exercise of the Option or the sale or other dispositionof the shares issued upon the exercise of the Option.  Unless otherwise determined by the Board, theminimum required withholding obligation arising in connection with the exerciseof the Option may be settled with shares, including shares that would otherwisebe payable to the Optionee in connection with the exercise of the Option.

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# **7.****             The Plan.**  This Award Agreementis subject to, and the Company and the Optionee agree to be bound by, all ofthe terms and conditions of the Plan as it may be amended from time to time inaccordance with the terms thereof. Pursuant to the Plan, the Board is authorized to adopt rules andregulations not inconsistent with the Plan as it shall deem appropriate andproper.  A copy of the Plan in itspresent form is attached hereto and a copy will be available for inspectionduring business hours by the Optionee or the persons entitled to exercise theOption at the Company’s principal office.

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# **8.****             EntireAgreement.**  This Award Agreement,together with the Plan, represents the entire agreement between the parties.

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# **9.****             GoverningLaw.**  This Award Agreement shallbe construed in accordance with the laws of the Commonwealth of Pennsylvaniawithout regard to any conflicts of laws.

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# **10.****          Amendment.**  Subject to the provisions of the Plan, thisAward Agreement may only be amended by a writing signed by the Company and theOptionee.

 

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# **11.****          Restrictionon Transfer. **Unless otherwisepermitted by the Committee or the terms of the Plan, the Option may not betransferred by Optionee in any manner other than by will or the laws of descentor distribution.  The terms of theOption, including the terms and restrictions set forth in the Plan, shall bebinding upon the executors, administrators, heirs, successors and assigns ofthe Optionee.

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**IN WITNESS WHEREOF**, this Award Agreement has beenexecuted by the parties on this                           .

 

 
|   | **NEOSE TECHNOLOGIES, INC.** |
|--------|------------------------------|
|   |                         |
|   |                         |
|   | By:                          |   |

 

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**Acknowledgment**

**Of Stock Option Grant**

**Under**

**Neose Technologies, Inc. 2004 Equity Plan**

 

TheOptionee hereby acknowledges receipt of the Stock Option Award Agreement dated                         (“Agreement”), and the Neose Technologies, Inc. 2004 Equity Plan (“Plan”),a copy of which is attached to the Agreement. Optionee hereby agrees that the Option is subject to the terms andprovisions of the Agreement and Plan and agrees to accept as binding,conclusive and final all decisions or interpretations by the Board or theCommittee concerning the Plan.

 

 
|   | Signature:                                                                                             |   |   |
|--------|--------------------------------------------------------------------------------------------------------|--------|--------|
|   | Name:                                                                                                  |
|   |                                                                                                   |
|   |                                                                                                   |
| Date:  |               ,  200   |   |
|        |                                                                                                        |        |        |  |  |

 

 

Please return this acknowledgmentto the HR Department within 10 days.

 

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