EX-10.51 EMPLOYEE STOCK OPTION AGREEMENT



 





Exhibit 10.51




Stock Option No:          




EMPLOYEE STOCK OPTION AGREEMENT




     EMPLOYEE STOCK OPTION AGREEMENT, dated as of  (this “Agreement”), by and between
INHIBITEX, INC., a Delaware corporation (the “Company”), and ___(the “Optionee”).



R E C I T A L S :




     WHEREAS, the Company has adopted the Amended and Restated 2004 Stock Incentive Plan (the
“Plan”) to provide long-term performance incentives to those employees, contractors and consultants
of the Company and its Subsidiaries who are largely responsible for the management, growth and
protection of the business of the Company and its Subsidiaries; and



     WHEREAS, the Company desires to grant to the Optionee an option (the “Option”) to purchase a
number of shares of the common stock, $0.001 par value, of the Company (the “Stock”) pursuant to
the Plan and on the terms and conditions set forth herein.



     NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Company and the Optionee hereby agree as follows:



     Section 1. Grant of Option. The Company hereby grants to the Optionee, pursuant to
the Plan and on the terms and conditions set forth herein, an Option to purchase that number of
shares of Stock and at the exercise price as set forth on Schedule A hereto.



     (a) Except as otherwise may be provided in Section 2, the Option hereby granted shall vest in
installments as provided on Schedule A. Notwithstanding the foregoing, in the event of a Change of
Control, if the Optionee has been employed by the Company:



          (i) For less than six (6) months on the date of the Change of Control, the Option shall vest
as to that number of whole shares of Stock (rounding down) as is equal to twenty-five percent (25%)
of the number of unvested shares subject to the Option.



          (ii) For six (6) months or more but less than twelve (12) months, the Option shall vest as to
that number of whole shares of Stock (rounding down) as is equal to fifty percent (50%) of the
number of unvested shares subject to the Option.



          (iii) For twelve (12) months or more but less than twenty-four (24) months, the Option shall
vest as to that number of whole shares of Stock (rounding down) as is equal to seventy-five percent
(75%) of the number of unvested shares subject to the Option.



          (iv) For twenty-four (24) months or more, the Option shall vest as to that number of whole
shares of Stock (rounding down) as is equal to one-hundred percent (100%) of the number of unvested
shares subject to the Option.



 









 





     (b) Any shares of Stock subject to the Option that remain unvested after a Change of Control
shall vest in installments as provided on Schedule A, except that “the number of shares subject to
the Option” shall be the number of shares of Stock subject to the Option that remain unvested after
the Change of Control, if any.



     (c) If so designated on Schedule A hereto, this Option is intended to be an Incentive Stock
Option within the meaning of Section 422 of the Code.



     Section 2. Term of Option. Unless earlier terminated pursuant to the other provisions
herein, the Option hereby granted shall terminate at the close of business on the date ten (10)
years from the date of this Agreement (the “Expiration Date”).



     (a) In addition, at the close of business on the date the Optionee’s employment with the
Company or any Subsidiary terminates for any reason whatsoever (other than by reason of death,
Disability or Retirement), the Option shall terminate as to that number of shares of Stock as to
which the Option is not vested on that date.



     (b) If the Optionee’s employment is terminated for Cause, the unexercised portion of the
Option will terminate immediately upon the Optionee’s termination of employment.



     (c) If the Optionee’s employment with the Company or any Subsidiary terminates for any reason
other than Cause, death, Disability or Retirement, then the Option may be exercised to the extent
vested on the date of the Optionee’s termination of employment at any time prior to the earlier of
the Expiration Date and three (3) months after the date of the Optionee’s termination of
employment, and any part of the Option which is not so exercised within such period shall thereupon
terminate.



     (d) If the Optionee’s employment with the Company or any Subsidiary terminates by reason of
his or her death or Disability, then the vesting of the Option shall accelerate such that the
Option may be exercised, as to the entire number of whole shares of Stock that are covered by the
Option on the date of the Optionee’s death or Disability, at any time prior to the earlier of the
Expiration Date and twelve (12) months after the date of the Optionee’s death or Disability, and
any part of the Option which is not so exercised within such period shall thereupon terminate.



     (e) If the Optionee’s employment with the Company or any Subsidiary terminates by reason of
his or her Retirement, then the vesting of the Option shall accelerate such that the Option may be
exercised, as to the entire number of whole shares of Stock that are covered by the Option on the
date of the Optionee’s termination of employment, at any time prior to the earlier of the
Expiration Date and twenty-four (24) months after the date of the Optionee’s Retirement, and any
part of the Option which is not so exercised within such period shall thereupon terminate.



     (f) For all purposes of this Agreement, the Optionee’s employment with the Company or any
Subsidiary shall terminate at the time when the employment relationship between the Optionee and
the Company or any Subsidiary is terminated for any reason, which



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time shall be conclusively determined from the records of the Company and its Subsidiaries.
No termination of employment shall be deemed to occur (i) when there is a simultaneous reemployment
of an Optionee by the Company or any Subsidiary, (ii) at the discretion of the Committee, when the
severance of employment is temporary or pursuant to a leave of absence granted by the Company, and
(iii) at the discretion of the Committee, when the termination is followed by the simultaneous
establishment of a consulting relationship by the Company or a Subsidiary with the Optionee. The
Committee, in its absolute discretion, shall determine the effect of all matters and questions
relating to termination of employment, including, but not by way of limitation, the question of
whether a termination of employment resulted from a discharge for Cause.



     (g) For purposes of this Agreement, “Retirement” shall mean the cessation of employment with
the Company after an Optionee has attained age sixty-four (64) and completed five (5) or more
consecutive years of service with the Company or any Subsidiary.



     (h) For purposes of this Agreement, “Disability” shall mean “disability” as defined in any
employment agreement between the Optionee and the Company or any Subsidiary, or if not defined
therein or if there is no such agreement, as defined in the Company’s long-term disability plan.



     Section 3. Manner of Exercise.



     (a) To exercise the Option, the Optionee shall provide written notice of such exercise in the
form provided in Annex 1 hereto to the Secretary of the Company at the Company’s then principal
office. The notice shall specify the number of shares of Stock for which the Option is being
exercised and shall be accompanied by a payment to the Company in cash or Stock or any combination
thereof equal to the product of (i) the exercise price and (ii) the number of shares of Stock to be
purchased at that time, plus the amount of the withholding taxes estimated in accordance with
Section 6 to be due upon the purchase of such number of shares of Stock, unless the Committee shall
have consented to the making of other arrangements with the Optionee.



     (b) Delivery of the notice of exercise shall constitute an irrevocable election to purchase
the Stock specified in the notice, and the date on which the Company receives the notice
accompanied by payment in full of the exercise price for the Stock covered by the notice and the
applicable withholding taxes shall be the date as of which the Stock so purchased shall be deemed
to have been issued.



     (c) An Optionee may use other Stock that the Optionee has owned for at least six (6) months as
payment of all or any part of the exercise price, which Stock will be valued at its Fair Market
Value as of the date of exercise.



     (d) To exercise the Option upon the Optionee’s death, the persons who acquire the right to
exercise the Option must prove to the Committee’s satisfaction that they have duly acquired the
Option and that they have paid (or have provided for payment of) any taxes, such as estate,
transfer, inheritance or death taxes, payable with respect to the Option or to the Stock to which
it relates.



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     Section 4. Transferability. If the Option hereby granted is designated on Schedule A
as an “Incentive Stock Option,” the Option may only be transferred by will or the laws of descent
and distribution and may be exercised during the Optionee’s lifetime only by the Optionee. If this
Option is designated on Schedule A as a “Non-Qualified Stock Option,” the Option may be
transferred, without consideration, to immediate family members (i.e., children, grandchildren or
spouse) of the Optionee, to trusts for the benefit of immediate family members of the Optionee and
to partnerships in which the only partners are immediate family members of the Optionee. Except as
permitted by the preceding sentence, this Option may only be transferred by will or the laws of
descent and distribution and may be exercised during the Optionee’s lifetime only by the Optionee.



     Section 5. [Reserved]



     Section 6. Withholding Taxes.



     (a) At the time of the exercise of all or any part of this Option, the Optionee shall pay to
the Company (or otherwise make arrangements satisfactory to the Committee for the payment of) the
amount of the Federal, state and local and foreign income and employment taxes required, in the
Company’s sole judgment, to be collected or withheld with respect to the exercise of the Option.
Such amount shall be paid to the Company in cash or by the surrender of that number of whole shares
of Stock with a Fair Market Value (valued on the date of exercise) as shall be equal to, but does
not exceed, the minimum statutory amounts required to be collected or withheld by the Company with
respect to the exercise of the Option.



     (b) If the Option herein granted is designated as an Incentive Stock Option, then the Optionee
agrees that at the time of any “disqualifying disposition” (as defined in Prop. Treas. Reg. Section
1.422A-1(b)(1)) of the Stock acquired upon exercise of this Option on or after January 1, 2003, the
Optionee shall pay to the Company (or otherwise make arrangements satisfactory to the Committee for
the payment of) the amount of the Federal, state and local and foreign income and employment taxes
required, in the Company’s sole judgment, to be collected or withheld with respect to the
disqualifying disposition of the Stock acquired upon exercise of the Option. Such amount shall be
paid to the Company in cash or by the surrender of that number of whole shares of Stock with a Fair
Market Value (valued on the date of exercise) as shall be equal to, but does not exceed, the
minimum statutory amounts required to be collected or withheld by the Company with respect to the
exercise of the Option.



     Section 7. Lock-Up Period. The Optionee agrees that, if so requested by the Company
or any representative of the underwriters (the “Managing Underwriter”) in connection with any firm
commitment underwritten public offering of any securities of the Company under the Securities Act
of 1933, as amended (the “Securities Act”), the Optionee shall not sell or otherwise transfer any
shares of Stock or other securities of the Company (other than any securities of the Company being
registered in such offering) or enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of the Stock, without the prior
written consent of the Company and the Managing Underwriter, commencing on the initial date that
securities are offered for sale under such offering and continuing for up to 180 days (the “Market
Standoff Period”) thereafter or such greater period, not to exceed an additional twenty (20) days,
in order to permit the underwriters to issue research reports in compliance with NASD Rule
2711(f)(4). The Optionee further



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agrees to execute promptly such agreements as may be reasonably requested by the Managing
Underwriter in connection with such offering that are not inconsistent with this Section and that
are deemed reasonably necessary by such Managing Underwriter to further evidence or to give further
effect hereto. The Company may impose stop-transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such Market Standoff Period.



     Section 8. Rights in Stock Before Issuance and Delivery. No person shall be entitled
to become a stockholder of the Company, unless and until such Stock has been issued (or deemed to
have been issued) to such person as fully paid Stock.



     Section 9. No Right to Employment. Nothing contained herein shall be construed to
confer on the Optionee any right to continue as an employee of the Company or to derogate from any
right of the Company to retire, request the resignation of or discharge the Optionee, or to lay off
or require a leave of absence of the Optionee, with or without pay, at any time, with or without
Cause.



     Section 10. Qualifications to Exercise. Anything in this Agreement to the contrary
notwithstanding, in no event may the Option be exercisable if the Company shall, at any time and in
its sole discretion, determine that (a) the listing, registration or qualification of any shares of
Stock otherwise deliverable upon such exercise, upon any securities exchange or under any state or
federal law, or (b) the consent or approval of any regulatory body, is necessary or desirable in
connection with such exercise. In such event, such exercise shall be held in abeyance and shall
not be effective unless and until such listing, registration, qualification or approval shall have
been effected or obtained free of any conditions not acceptable to the Company.



     Section 11. Conditions to Transfer. Unless the issuance of the shares of Stock upon
the exercise of the Option has been registered under the Securities Act, the Committee may require
as a condition to the right to exercise the Option hereunder that the Company receive from the
person exercising the Option representations, warranties and agreements, at the time of any such
exercise, to the effect that the shares of Stock are being purchased for investment only and
without any present intention to sell or otherwise distribute such shares of Stock and that such
shares of Stock will not be disposed of in transactions which, in the opinion of counsel to the
Company, would violate the registration provisions of the Securities Act and the rules and
regulations thereunder. The certificate issued to evidence such shares of Stock shall bear
appropriate legends summarizing these restrictions on the disposition thereof.



     Section 12. Entire Agreement. This Agreement and the Plan contain the entire
agreement between the parties hereto with respect to the matters contemplated herein and supersede
all prior agreements or understandings among the parties related to such matters.



     Section 13. Binding Effect. Subject to the restrictions on transfer herein set forth,
this Agreement shall be binding upon and inure to the benefit of the Company and its successors and
assigns and upon the Optionee and his or her assigns, heirs, executors, administrators and legal
representatives.



     Section 14. Amendment or Modification; Waiver. This Agreement may be amended,
modified, superseded, canceled, renewed or extended, and the terms or covenants



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hereof may be waived, only by a written instrument executed on behalf of the Company (as
authorized by the Committee) and the Optionee.



     Section 15. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware, without giving effect to the principles of
conflicts of law thereof.



     Section 16. Defined Terms. Capitalized terms used in this Agreement and not otherwise
defined herein have the meaning ascribed to them in the Plan.



     Section 17. The Plan. The Optionee acknowledges having received a copy of the Plan.
The Option herein granted is subject to all of the terms and provisions of the Plan, all of which
are hereby incorporated herein by reference. In the event of any inconsistency between the
provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall
govern.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set
forth above.



	 	 	 	 	 
	 	INHIBITEX, INC.

 	 
	 	By:  	Russell H. Plumb
 	 
	 	 	Title: President & CEO 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	OPTIONEE:
 	 
	 	 	 
	 	 	 
	 	 	 



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SCHEDULE A




	 	 	 
	Name of Optionee:
	 	 

	 	 	 

	 	 	 

	Stock Option Number:
	 	 

	 	 	 

	 	 	 

	Date of Grant:
	 	 

	 	 	 

	 	 	 

	Option Exercise Price:
	 	$                                         per share

	 
	 	 

	Number of Shares Subject to Option:  
	 	 

	 	 	 






The Option is designated as an ____ Incentive Stock Option ____ Non-Qualified Stock Option




	 	 	 
	Vesting Terms:
	 	On each anniversary date of the grant of
this Option, the Option shall vest as to
that number of whole shares (rounding
down) as is equal to 25% of the number of
shares subject to the Option.

	 	 	 

	Expiration Date:
	 	 

	 	 	 






	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Russell H. Plumb 	 
	 	 	President & CEO 	 
	 



	 	 	 	 	 
	 	OPTIONEE:

 	 
	 	  	 
	 	Anne Marie Morris 	 
	 	 	 
	 




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ANNEX 1





          The Company has retained Smith Barney to administer its Stock Option Plan.
In order to exercise all or part of any option, you must do so through Smith
Barney, either by contacting them at 1-800-367-4777, or by logging on to
www.benefitaccess.com.




          If you have any questions regarding the exercise of your options, please
contact the Human Resources Department at 678-746-1184 or mfeeney@inhibitex.com.




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