Exhibit
10.2


 


Option
No.        


 


SONUS PHARMACEUTICALS, INC.


 


STOCK OPTION AGREEMENT


 


Type of
Option (check one):   o     Incentive            o    Nonqualified


 


This Stock Option Agreement (the “Agreement”) is
entered into as of                                                     ,
20      , by and between SONUS Pharmaceuticals,
Inc., a Delaware corporation (the “Company”), and                                                            
(the “Optionee”) pursuant to the Company’s 2007 Performance Incentive Plan, as
amended (the “Plan”). Any capitalized term not defined herein shall have the
same meaning ascribed to it in the Plan.


 


1.                                      Grant
of Option. The Company hereby grants to Optionee an option (the “Option”)
to purchase all or any portion of a total of                                                           
(                    )
shares (the “Shares”) of the Common Stock of the Company at a purchase price of
                                                  
($                    )
per share (the “Exercise Price”), subject to the terms and conditions set forth
herein and the provisions of the Plan. If the box marked “Incentive” above is
checked, then this Option is intended to qualify as an “incentive stock option”
as defined in Section 422 of the Internal Revenue Code of l986, as amended
(the “Code”). If this Option fails in whole or in part to qualify as an
incentive stock option, or if the box marked “Nonqualified” is checked, then
this Option shall to that extent constitute a nonqualified stock option.


 


2.                                      Vesting
of Option. The right to exercise this Option shall vest in
installments, and this Option shall be exercisable from time to time in whole
or in part as to any vested installment, as follows:


 


	
  Upon the date set forth below:

  	
   

  	
  This Option shall be Exercisable as to:

  
	
   

  	
   

  	
  Shares

  
	
   

  	
   

  	
  Shares

  
	
   

  	
   

  	
  Shares

  



 


No additional Shares shall vest after the date of
termination of Optionee’s “Continuous Service” (as defined below), but this
Option shall continue to be exercisable in accordance with Section 3 hereof
with respect to that number of shares that have vested as of the date of
termination of Optionee’s Continuous Service.


 


As used herein, the term “Continuous Service” means
(i) employment by either the Company or any parent or subsidiary
corporation of the Company, or by a corporation or a parent or subsidiary of a
corporation issuing or assuming a stock option in a transaction to which
Section 424(a) of the Code applies, which is uninterrupted except for
vacations, illness (except for permanent disability, as defined in
Section 22(e)(3) of the Code), or leaves of absence which are approved in
writing by the Company or any of such other employer corporations, if
applicable, (ii) service as a member of the Board of Directors of the
Company until Optionee resigns, is removed from office, or Optionee’s


 

















 


term of office expires
and he or she is not reelected, or (iii) so long as Optionee is engaged as
a Service Provider to the Company or other corporation referred to in
clause (i) above.


 


3.                                      Term
of Option. The right of the Optionee to exercise this Option shall
terminate upon the first to occur of the following:


 


(a)                                  the
expiration of ten (10) years from the date of this Agreement;


 


(b)                                 the
expiration of three (3) months from the date of termination of Optionee’s
Continuous Service if such termination occurs for any reason other than
permanent disability, death or voluntary resignation; provided, however, that
if Optionee dies during such three-month period the provisions of Section 3(e)
below shall apply;


 


(c)                                  the
expiration of one (1) month from the date of termination of Optionee’s
Continuous Service if such termination occurs due to voluntary resignation;
provided, however, that if Optionee dies during such one-month period the
provisions of Section 3(e) below shall apply;


 


(d)                                 the
expiration of one (1) year from the date of termination of Optionee’s
Continuous Service if such termination is due to permanent disability of the
Optionee (as defined in Section 22(e)(3) of the Code);


 


(e)                                  the
expiration of one (1) year from the date of termination of Optionee’s
Continuous Service if such termination is due to Optionee’s death or if death
occurs during either the three-month or one-month period following termination
of Optionee’s Continuous Service pursuant to Section 3(b) or 3(c) above, as the
case may be; or


 


(f)                                    upon
the consummation of a “Change in Control” (as defined in Section 2.4 of
the Plan).


 


4.                                      Exercise
of Option. On or after the vesting of any portion of this Option in
accordance with Sections 2 or 8 hereof, and until termination of the right to
exercise this Option in accordance with Section 3 above, the portion of
this Option which has vested may be exercised in whole or in part by the
Optionee (or, after his or her death, by the person designated in Section 5
below) upon delivery of the following to the Company at its principal executive
offices:


 


(a)                                  a
written notice of exercise which identifies this Agreement and states the
number of Shares then being purchased (but no fractional Shares may be purchased);


 


(b)                                 a
check or cash in the amount of the Exercise Price (or payment of the Exercise
Price in such other form of lawful consideration as the Administrator may
approve from time to time under the provisions of Section 5.4 of the
Plan);


 


(c)                                  a
check or cash in the amount reasonably requested by the Company to satisfy the
Company’s withholding obligations under federal, state or other applicable tax
laws with respect to the taxable income, if any, recognized by the Optionee in
connection with the exercise of this Option (unless the Company and Optionee
shall have made other arrangements for deductions or withholding from Optionee’s
wages, bonus or other compensation payable to Optionee, or by the withholding
of Shares issuable upon exercise of this Option or the delivery of


 


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Shares owned by the Optionee in accordance with
Section 11.1 of the Plan, provided such arrangements satisfy the
requirements of applicable tax laws); and


 


(d)                                 a
letter, if requested by the Company, in such form and substance as the Company
may require, setting forth the investment intent of the Optionee, or person
designated in Section 5 below, as the case may be.


 


5.                                      Death
of Optionee; No Assignment. The rights of the Optionee under this
Agreement may not be assigned or transferred except by will or by the laws of
descent and distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement or the Plan shall be void and shall have no effect. If the Optionee’s
Continuous Service terminates as a result of his or her death, and provided
Optionee’s rights hereunder shall have vested pursuant to Section 2
hereof, Optionee’s legal representative, his or her legatee, or the person who
acquired the right to exercise this Option by reason of the death of the
Optionee (individually, a “Successor”) shall succeed to the Optionee’s rights
and obligations under this Agreement. After the death of the Optionee, only a
Successor may exercise this Option.


 


6.                                      Representation
of Optionee. Optionee acknowledges receipt of a copy of the Plan and
understands that all rights and obligations connected with this Option are set
forth in this Agreement and the Plan.


 


7.                                      Adjustments
Upon Changes in Capital Structure. In the event that the outstanding
shares of Common Stock of the Company are hereafter increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of a recapitalization, stock split, reverse
stock split, reclassification, stock dividend or other similar change in the
capital structure of the Company, then appropriate adjustment shall be made by
the Administrator to the number of Shares subject to the unexercised portion of
this Option and to the Exercise Price per share, in order to preserve, as
nearly as practical, but not to increase, the benefits of the Optionee under
this Option, in accordance with the provisions of Section 4.2 of the Plan.


 


8.                                      Change
in Control. In the event of a Change in Control (as defined in
Section 2.4 of the Plan), the right to exercise this Option shall
accelerate automatically and vest in full (notwithstanding the provisions of
Section 2 above) effective as of immediately prior to the consummation of
the Change in Control. If vesting of this Option will accelerate pursuant to
the preceding sentence, the Administrator in its discretion may provide, in
connection with the Change in Control transaction, for the purchase or exchange
of this Option for an amount of cash or other property having a value equal to
the difference (or “spread”) between: 
(x) the value of the cash or other property that the Optionee would
have received pursuant to the Change in Control transaction in exchange for the
Shares issuable upon exercise of this Option had this Option been exercised
immediately prior to the Change in Control, and (y) the aggregate Exercise
Price for such Shares. If the vesting of this Option will accelerate pursuant
to this Section 8, then the Administrator shall cause written notice of the
Change in Control transaction to be given to the Optionee not less than fifteen
(15) days prior to the anticipated effective date of the proposed transaction.


 


9.                                      No
Employment Contract Created. Neither the granting of this Option nor
the exercise hereof shall be construed as granting to the Optionee any right
with respect to continuance of employment by the Company or any of its
subsidiaries. The right of the Company or any of its


 


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subsidiaries to terminate at will the Optionee’s
employment at any time (whether by dismissal, discharge or otherwise), with or
without cause, is specifically reserved.


 


10.                               Rights
as Stockholder. The Optionee (or transferee of this option by will or
by the laws of descent and distribution) shall have no rights as a stockholder
with respect to any Shares covered by this Option until such person has duly
exercised this Option, paid the Exercise Price and become a holder of record of
the Shares purchased.


 


11.                               “Market
Stand-Off” Agreement. Optionee agrees that, if requested by the Company
or the managing underwriter of any proposed public offering of the Company’s
securities, Optionee will not sell or otherwise transfer or dispose of any
Shares held by Optionee without the prior written consent of the Company or
such underwriter, as the case may be, during such period of time, not to exceed
180 days following the effective date of the registration statement filed by
the Company with respect to such offering, as the Company or the underwriter
may specify.


 


12.                               Interpretation.
This Option is granted pursuant to the terms of the Plan, and shall in all
respects be interpreted in accordance therewith. The Administrator shall
interpret and construe this Option and the Plan, and any action, decision,
interpretation or determination made in good faith by the Administrator shall
be final and binding on the Company and the Optionee. As used in this
Agreement, the term “Administrator” shall refer to the committee of the Board
of Directors of the Company appointed to administer the Plan, and if no such
committee has been appointed, the term Administrator shall mean the Board of
Directors.


 


13.                               Limitation
of Liability for Nonissuance. During the term of the Plan, the Company
agrees at all times to reserve and keep available, and to use its reasonable
best efforts to obtain from any regulatory body having jurisdiction any
requisite authority in order to issue and sell, such number of shares of its
Common Stock as shall be sufficient to satisfy its obligations hereunder and
the requirements of the Plan. Inability of the Company to obtain, from any
regulatory body having jurisdiction, authority deemed by the Company’s counsel
to be necessary for the lawful issuance and sale of any shares of its Common
Stock hereunder and under the Plan shall relieve the Company of any liability
in respect of the nonissuance or sale of such shares as to which such requisite
authority shall not have been obtained.


 


14.                               Notices.
Any notice, demand or request required or permitted to be given under this
Agreement shall be in writing and shall be deemed given when delivered
personally or three (3) days after being deposited in the United States mail,
as certified or registered mail, with postage prepaid, (or by such other method
as the Administrator may from time to time deem appropriate), and addressed, if
to the Company, at its principal place of business, Attention:  the Chief Financial Officer, and if to the
Optionee, at his or her most recent address as shown in the employment or stock
records of the Company.


 


15.                               Governing
Law. The validity, construction, interpretation, and effect of this
Option shall be governed by and determined in accordance with the laws of the
State of Washington except for matters related to corporate law, in which case
the provisions of the Delaware corporation law shall govern.


 


16.                               Severability.
Should any provision or portion of this Agreement be held to be
unenforceable or invalid for any reason, the remaining provisions and portions
of this Agreement shall be unaffected by such holding.


 


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17.                               Counterparts.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall be deemed one
instrument.


 


18.                               Tax
Consequences and Reporting Obligation Upon Sale of Shares. If this
Option is an “incentive stock option,” the tax benefits afforded to incentive
stock options will be obtained by the Optionee only if the Shares received upon
exercise of this Option are held for at least one year after the date of
exercise of this Option and two years after the date this Option was granted to
the Optionee. If the Optionee sells or otherwise transfers the Shares before
the expiration of either of these one- or two-year periods, the sale or
transfer will be treated for tax purposes as a “disqualifying disposition,”
resulting in the following tax consequences: 
(a) the Optionee will not obtain the tax benefits afforded to incentive
stock options, (b) the “spread” as of the date of exercise will be taxed to the
Optionee at ordinary income tax rates, and (c) the amount of ordinary income
resulting from the disqualifying disposition will be included in the Optionee’s
W-2. These tax consequences are described in more detail in the prospectus that
relates to the Company’s 2007 Performance Incentive Plan, as amended, a copy of
which was delivered to the Optionee with this Option. To assure that the
Company has the information necessary to comply with its tax reporting
obligations, Optionee agrees to promptly notify the
Company if any Shares are sold or transferred less than one year after the date
of exercise or less than two years after the date this Option was granted, and
report information regarding the disqualifying disposition in accordance with
procedures established by the Company for this purpose.


 


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


 


 


	
  SONUS PHARMACEUTICALS, INC.

  	
   

  	
  OPTIONEE

  
	
  a Delaware corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Type or print
  name)

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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