exv10w2






Exhibit 10.2




MARSHALL EDWARDS, INC.




NONQUALIFIED STOCK OPTION GRANT



     This NONQUALIFIED STOCK OPTION GRANT, dated as of April 23, 2010 (the “Date of
Grant”), is delivered by Marshall Edwards, Inc. (the “Company”) to Daniel P. Gold (the
“Grantee”).



RECITALS




     A. The Compensation Committee has decided to make an Option grant as an inducement for the
Grantee to commence employment with the Company and its Affiliates and to promote the best
interests of the Company and its stockholders. References in this Agreement to the Compensation
Committee shall include any successor thereto.



     B. This Option grant is not being made pursuant to the terms of the Marshall Edwards, Inc.
2008 Stock Omnibus Equity Compensation Plan (the “Plan”) or any other stockholder approved
plan or arrangement. Notwithstanding the foregoing, the Option grant shall be subject to the terms
and conditions of the Plan as if it had been granted under the Plan; provided, that
this Option grant shall not be subject to: (i) the Share limits set forth in Section 3 of the Plan,
(ii) any obligation to comply with Code section 162(m) as set forth in Sections 11, 17 and 18 of
the Plan, and (iii) any obligation to obtain stockholder approval to amend or terminate the Plan or
the Option as set forth in Section 18 of the Plan. Capitalized terms not otherwise defined in this
Agreement shall have the meaning set forth in the Plan.



     NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, hereby agree as
follows:


1. Grant of Option. Subject to the terms and conditions set forth in this Agreement and in
the Plan, the Company hereby grants to the Grantee a nonqualified stock option (the
“Option”) to purchase 110,195 Shares at an Exercise Price of $5.05 per Share. The
Option shall become exercisable according to Paragraph 2 below.



2. Exercisability of Option. The Option shall become exercisable on the following dates,
if the Grantee continues to be employed by, or provide service to, the Company and any Affiliate on
the applicable date:




     (a) the Option shall become exercisable with respect to 25% of the Shares subject to the
Option on the 12-month anniversary of the “Effective Date” (as that term is defined in that
certain employment agreement between the Grantee and the Company dated April 23, 2010 (the
“Employment Agreement”)); and



     (b) the Option shall become exercisable with respect to 2.0833% of the Shares subject to the
Option on the first day of each of the next 36 calendar months following the 12-month anniversary
of the Effective Date; provided, that













 





     (c) in the event that the Grantee’s employment is terminated by the Company other than for
“Cause” or by the Grantee for “Good Reason” (as those terms are defined in the
Employment Agreement), in addition to those Shares for which the Option is already exercisable as
determined in accordance with Paragraphs (a) and (b) hereof, upon such termination of employment,
the Option shall become exercisable with respect to an additional number of Shares as would have
been exercisable pursuant to Paragraphs (a) and (b) hereof had the Grantee continued employment
with the Company for an additional 12 months; and provided, further, that



     (d) in the event of a Change in Control, immediately before the Change in Control, the Option
shall become fully exercisable with respect to all of the Shares subject to the Option.


The exercisability of the Option is cumulative, but shall not exceed 100% of the Shares subject to
the Option. If the foregoing schedule would produce fractional Shares, the number of Shares for
which the Option becomes exercisable shall be rounded down to the nearest whole Share.



3. Term of Option.




     (a) The Option shall have a term of five years from the Date of Grant and shall terminate at
the expiration of that period April 22, 2015, unless it is terminated at an earlier date pursuant
to the provisions of this Agreement or the Plan.



     (b) The Option shall automatically terminate upon the happening of the first of the following
events:




     (i) The ninety-first day following the date the Grantee is no longer employed by, or
providing service to, the Company and any Affiliate, if the termination is for any reason
other than Disability, death or Cause.




     (ii) The first anniversary of the date the Grantee is no longer employed by, or
providing service to, the Company and any Affiliate on account of the Grantee’s death or
Disability.




     (iii) The date on which the Grantee ceases to be employed by, or provide service to,
the Company and any Affiliate for Cause. Notwithstanding the prior provisions of this
Paragraph 3, if the Grantee engages in conduct that constitutes Cause at any time while the
Grantee is employed by, or provides service to, the Company and any Affiliate or after the
Grantee’s termination of employment or service, the Option shall immediately terminate, and
the Grantee shall automatically forfeit all Shares underlying any exercised portion of the
Option for which the Company has not yet delivered the Share certificates, upon refund by
the Company of the Exercise Price paid by the Grantee for such Shares. Upon any exercise of
the Option, the Company may withhold delivery of Share certificates pending resolution of an
inquiry that could lead to a finding resulting in forfeiture.




     (iv) The date of cancellation, termination, or expiration of the Option pursuant to
action taken by the Compensation Committee in accordance with Sections 13 or 16 of the Plan.



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Notwithstanding the foregoing, in no event may the Option be exercised after the date that is
immediately before the fifth anniversary of the Date of Grant. Any portion of the Option that is
not exercisable at the time the Grantee ceases to be employed by, or provide service to, the
Company and any Affiliate shall immediately terminate.



4. Exercise Procedures.




     (a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or
all of the exercisable portion of the Option by giving the Company written notice of exercise in
the manner provided in this Agreement, specifying the number of Shares as to which the Option is to
be exercised and the method of payment. Payment of the Exercise Price shall be made in accordance
with procedures established by the Compensation Committee from time to time based on the type of
payment being made but, in any event, prior to issuance of the Shares. The Grantee shall pay the
Exercise Price (a) in cash, (b) unless the Compensation Committee determines otherwise, by
delivering Shares owned by the Grantee and having a Fair Market Value on the date of exercise at
least equal to the Exercise Price, or by attestation (on a form prescribed by the Compensation
Committee) to ownership of Shares having a Fair Market Value on the date of exercise at least equal
to the Exercise Price, (c) by payment through a broker in accordance with procedures permitted by
Regulation T of the Federal Reserve Board, or (d) by such other method as the Compensation
Committee may approve. In addition, in the event the Compensation Committee so determines, to the
extent the Option is at the time exercisable for vested Shares, all or any part of that vested
portion may be surrendered to the Company for an appreciation distribution payable in Shares with a
Fair Market Value at the time of the Option surrender equal to the dollar amount by which the then
Fair Market Value of the Shares subject to the surrendered portion of the Option exceeds the
aggregate Exercise Price payable for those Shares. Notwithstanding any provision contained herein,
Shares used to exercise the Option shall have been held by the Grantee for the requisite period of
time necessary to avoid adverse accounting consequences to the Company with respect to the Option.



     (b) The Company’s obligation to deliver Shares upon exercise of the Option shall be subject to
all applicable laws, rules and regulations and also to such approvals by governmental agencies as
may be deemed appropriate by the Compensation Committee, including such actions as Company counsel
shall deem necessary or appropriate to comply with relevant securities laws and regulations. The
Company may require that the Grantee (or other person exercising the Option after the Grantee’s
death) represent in writing that the Grantee is purchasing Shares for the Grantee’s own account and
not with a view to or for sale in connection with any distribution of the Shares, or such other
written representation as the Compensation Committee deems appropriate.



     (c) All obligations of the Company under this Agreement shall be subject to the rights of the
Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if
applicable. Subject to Compensation Committee approval, the Grantee may elect to satisfy any tax
withholding obligation of the Company and any Affiliate, as applicable with respect to the Option
by having Shares withheld up to an amount that does not exceed the Grantee’s minimum applicable
withholding tax rate for federal (including FICA), state and local tax liabilities. The election
must be in a form and manner prescribed by the Compensation Committee.



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     (d) Payment for the Shares to be issued or transferred pursuant to the Option and any required
withholding taxes must be received by the Company by the time specified by the Compensation
Committee depending on the type of payment being made, but in all cases prior to the issuance or
transfer of such Shares.


5. Change in Control. Subject to the obligation to accelerate the exercisability of the
Option as described in Paragraph 2 hereof, the provisions of the Plan applicable to a Change in
Control shall apply to the Option, and, in the event of a Change in Control, the Compensation
Committee may take such actions as it deems appropriate pursuant to and in accordance with the
Plan.



6. Restrictions on Exercise. Except as the Compensation Committee may otherwise permit
pursuant to the Plan, only the Grantee may exercise the Option during the Grantee’s lifetime and,
after the Grantee’s death, the Option shall be exercisable (subject to the limitations specified in
the Plan) solely by the personal representatives of the Grantee, or by the person who acquires the
right to exercise the Option by will or by the laws of descent and distribution, to the extent that
the Option is exercisable pursuant to this Agreement.



7. Grant Subject to Plan Provisions. Except as otherwise provided in the recitals above,
this grant is made pursuant to the Plan, the terms of which are incorporated herein by reference,
and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of
the Option are subject to interpretations, regulations and determinations concerning the Plan
established from time to time by the Compensation Committee in accordance with the provisions of
the Plan, including, but not limited to, provisions pertaining to (a) legal requirements applicable
to issuance of the Shares, (b) changes in capitalization of the Company and (c) other requirements
of applicable law. The Compensation Committee shall have the authority to interpret and construe
the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any
questions arising hereunder. In the event that there is a conflict between the terms and
provisions of the Plan and the terms and provisions of this Agreement, the terms and provisions of
the Plan shall govern.



8. No Employment or Other Rights. The grant of the Option shall not confer upon the
Grantee any right to be retained by, or in the employ or service of, the Company and any Affiliate
and shall not interfere in any way with the right of the Company and any Affiliate to terminate the
Grantee’s employment or service at any time. The right of the Company and any Affiliate to
terminate at will the Grantee’s employment or service at any time for any reason is specifically
reserved.



9. No Stockholder Rights. Neither the Grantee, nor any person entitled to exercise the
Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges
of a stockholder with respect to the Shares subject to the Option, until certificates for Shares
have been issued upon the exercise of the Option.



10. Assignment and Transfers. Except as the Compensation Committee may otherwise permit
pursuant to the Plan and as otherwise provided in this Agreement, the rights and interests of the
Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except,
in the event of the death of the Grantee, by will or by the laws of descent and distribution. In
the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate,






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or otherwise dispose of the Option or any right hereunder, except as provided for in the Plan and
this Agreement, or in the event of the levy or any attachment, execution or similar process upon
the rights or interests hereby conferred, the Company may terminate the Option by notice to the
Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights
and protections of the Company hereunder shall extend to any successors or assigns of the Company
and to the Company’s parents, subsidiaries, and Affiliates. This Agreement may be assigned by the
Company without the Grantee’s consent.



11. Applicable Law. The validity, construction, interpretation and effect of this
instrument shall be governed by and construed in accordance with the laws of the State of Delaware,
without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware. To the extent the Grantee is a party to any
employment agreement with the Company or any of its subsidiaries that provides for binding
arbitration of employment disputes, then any disputes between the Company and the Grantee arising
under the Plan or this Agreement shall be arbitrated in accordance with the procedures set forth in
such employment agreement.



12. Notice. Any notice to the Company provided for in this instrument shall be addressed
to the Company at Marshall Edwards, Inc., 140 Wicks Road, North Ryde, New South Wales 2113,
Australia, and any notice to the Grantee shall be addressed to such Grantee at the current address
shown on the payroll of the Company and any Affiliate, as applicable, or to such other address as
the Grantee may designate in writing. Any notice shall be delivered by hand or by a recognized
courier service such as FedEx or UPS, sent by telecopy or enclosed in a properly sealed envelope
addressed as stated above, registered and deposited, postage prepaid, in a post office regularly
maintained by the United States Postal Service.




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     IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest
this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.



	 	 	 	 	 	 	 

	 	 	Marshall Edwards, Inc.	 	 
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	By:
	 	/s/ David Seaton
 

	 	 





I hereby accept the Option described in this Agreement, and I agree to be bound by the terms of the
Plan and this Agreement. I hereby further agree that all of the decisions and determinations of
the Compensation Committee shall be final and binding.




	 	 	 	 	 	 	 

	 

	 	Grantee:
	 	/s/ Daniel P. Gold
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:
	 	April 23, 2010