Exhibit 10.33


 


Millennium
Pharmaceuticals, Inc.


	
   

  	
  Terms of Stock Option

  	
   

  
	
   

  	
  Granted Under 2000
  Stock Incentive Plan

  	
   

  



1.             Grant of Option.


This document sets forth terms of the grant by
Millennium Pharmaceuticals, Inc., a Delaware corporation (the “Company”), on the
date (the “Grant Date”) indicated on the Notice of Grant of Stock Options (the “Notice”)
to the Participant, of an option to purchase, in whole or in part, on the terms
provided herein and in the Company’s 2000 Stock Incentive Plan (the “Plan”), a certain
number of shares (the “Shares”) of common stock, $.001 par value per share, of
the Company (“Common Stock”) at the option price per Share as set forth in the
Notice. Unless earlier terminated, this option shall expire on the expiration
date listed in the Notice (the “Final Exercise Date”). The number of Shares
subject to this option are set forth in the stock plan administration records
of the Company, are listed in the Notice, and may be obtained or verified by
the Participant by contacting the Company’s stock plan administrator.


The Notice identifies the option as either an
incentive stock option or a nonstatutory stock option.  An incentive stock option is intended to be,
and a nonstatutory stock option is not intended to be, an incentive stock option
as defined in Section 422 of the Internal Revenue Code of 1986, as amended and
any regulations promulgated thereunder (the “Code”).  Except as otherwise indicated by the context,
the term “Participant,” as used in this option, shall be deemed to include any
person who acquires the right to exercise this option validly under its terms.


2.             Vesting Schedule.


Subject to Section 3 below, this option will become
exercisable (“vest”) as indicated in the stock plan administration records of
the Company and described in the Notice.


The right of exercise shall be cumulative so that to
the extent the option is not exercised in any period to the maximum extent
permissible it shall continue to be exercisable, in whole or in part, with
respect to all Shares for which it is vested until the earlier of the Final
Exercise Date or the termination of this option under Section 3 hereof or the
Plan.


3.             Exercise of Option.


(a)           Form
of Exercise.  Each election to
exercise this option shall be in writing in the form attached to this document,
signed by the Participant, and received by the Company at its principal office,
accompanied by payment in full in the manner provided in the Plan.  The Company expects to maintain external
stock plan administration that may include a capability permitting the
Participant to exercise this option electronically.  Use of this service is subject to additional
terms and conditions.  The Participant
may purchase less than the number of Shares covered hereby, provided that no
partial exercise of this option may be for any fractional share.

















 


(b)           Continuous
Relationship with the Company Required. 
Except as otherwise provided in this Section 3, this option may not be
exercised unless the Participant, at the time he or she exercises this option,
is, and has been at all times since the Grant Date, an employee, officer or
director of, or consultant or advisor to, the Company or any parent or
subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible
Participant”).


(c)           Termination
of Relationship with the Company.  If
the Participant ceases to be an Eligible Participant for any reason, then the
right to exercise this option shall terminate three months after such
cessation, or at the end of such longer period as provided in paragraphs (d),
(e) and (f) below, but in no event after the Final Exercise Date.  In this circumstance, this option shall be
exercisable only to the extent that the Participant was entitled to exercise
this option on the date of such cessation. 
The rights provided in this paragraph are subject to the limitations
provided in paragraph (g) below.


(d)           Exercise
Period Upon Disability.  If the
Participant becomes disabled (within the meaning of Section 22(e)(3) of the
Code) prior to the Final Exercise Date while he or she is an Eligible
Participant, this option shall be exercisable within the period of one year
following the date of disability of the Participant, but in no event after the
Final Exercise Date.  In this circumstance,
this option shall be exercisable only to the extent that the Participant was
entitled to exercise this option on the date of his or her disability.  The rights provided in this paragraph are
subject to the limitations provided in paragraph (g) below.


(e)           Exercise
Period Upon Death.  If the
Participant dies prior to the Final Exercise Date while he or she is an
Eligible Participant, this option shall become immediately exercisable in full
and shall be exercisable within the period of three years following the date of
death of the Participant, but in no event after the Final Exercise Date (it
being understood that in the case of an incentive stock option, the option must
be exercised within the period of one year following the date of death in order
for the option to qualify as an incentive stock option).  The rights provided in this paragraph are
subject to the limitations provided in paragraph (g) below.


(f)            Exercise Period Upon Retirement.  If the Participant retires prior to the Final
Exercise Date while he or she is an Eligible Participant, and such Participant
has, at the time of such retirement, served as an employee of the Company for a
period of ten years and has, at the time of cessation, reached the age of
fifty-five, then the right to exercise this option shall terminate three years
after such cessation, but in no event after the Final Exercise Date (it being
understood that in
the case of an incentive stock option, the
option must be exercised within the period of three months following the date
of cessation in order for the option to qualify as an incentive stock
option).  In this circumstance, this
option shall be exercisable only to the extent that the Participant was
entitled to exercise this option on the date of such cessation.  The rights provided in this paragraph are
subject to the limitations provided in paragraph (g) below.


 


(g)           Breach
of Obligations; Discharge for Cause. If the Participant, prior to the Final
Exercise Date, violates the non-competition or confidentiality provisions of
any employment, consulting or advisory contract, confidentiality and
nondisclosure agreement or other agreement between the Participant and the
Company, the right to exercise this option shall terminate immediately upon
written notice to the Participant from the Company describing such violation.


 


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If the Participant, prior to the Final Exercise Date,
is discharged by the Company for “cause” (as defined below), the right to
exercise this option shall terminate immediately upon the effective date of
such discharge.  “Cause” shall mean
willful misconduct by the Participant or willful failure by the Participant to
perform his or her responsibilities to the Company (including, without
limitation, breach by the Participant of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or other similar agreement
between the Participant and the Company), as determined by the Company, which
determination shall be conclusive.  The
Participant shall be considered to have been discharged for “Cause” if the
Company determines, within 30 days after the Participant’s resignation, that
discharge for cause was warranted.


4.             Withholding.


No Shares will be issued pursuant to the exercise of
this option unless and until the Participant pays to the Company, or makes
provision satisfactory to the Company for payment of, any federal, state or
local withholding taxes required by law to be withheld in respect of this
option.


5.             Transferability of Option.


Incentive stock option.  An incentive stock
option may not be sold, assigned, transferred, pledged or otherwise encumbered
by the Participant, either voluntarily or by operation of law, except by will
or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.


Nonstatutory stock option. 
Except as otherwise provided in this Section, a nonstatutory stock
option is not transferable other than by will or the laws of descent and
distribution, and may be exercised, during the lifetime of the Participant,
only by the Participant.  However, the
Participant may transfer a nonstatutory stock option for no consideration to or
for the benefit of the Participant’s Immediate Family (including, without
limitation, to a trust for the benefit of the Participant’s Immediate Family or
to a partnership or limited liability company for one or more members of the
Participant’s Immediate Family) and the transferee shall remain subject to all
the terms and conditions applicable to the nonstatutory stock option prior to
such transfer.  The foregoing right to
transfer a nonstatutory stock option shall apply to the right to consent to
amendments of the terms of the option. 
The term “Immediate Family” shall mean the Participant’s spouse, parents,
children, stepchildren, adoptive relationships, sisters, brothers and
grandchildren (and, for this purpose, shall also include the Participant.)


6.             Disqualifying Disposition.


If the Participant disposes of Shares acquired upon
exercise of an incentive stock option within two years from the Grant Date or
one year after such Shares were acquired pursuant to exercise of an incentive
stock option, the Participant shall notify the Company in writing of such
disposition.


7.             Provisions of the Plan.


This option is subject to the provisions of the Plan,
a copy of which is furnished to the Participant with this document.


 


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NOTICE OF
STOCK OPTION EXERCISE


	
   

  	
  Date: 

  	
   

  	
   

  
	
  Millennium Pharmaceuticals, Inc.

  	
   

  	
   

  
	
  40 Landsdowne Street

  	
   

  	
   

  
	
  Cambridge, MA 02139

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention: Treasurer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dear Sir or Madam:

  	
   

  	
   

  



 


I am the holder of
a stock option granted to me under the Millennium Pharmaceuticals, Inc. (the “Company”)
2000 Stock Incentive Plan on                 
for the purchase of                   
shares of Common Stock of the Company at a purchase price of $                     per
share.


 


I hereby exercise my option to purchase                  
shares of Common Stock, for which I have enclosed                    
in the amount of                     .  Please register my stock certificate as
follows:


	
  Name(s):

  	
   

  	
  _______________________

  
	
   

  	
   

  	
  _______________________

  
	
  Address:

  	
   

  	
  _______________________

  
	
  Tax I.D. #:

  	
   

  	
  _______________________

  



 


	
  Very truly yours,

  
	
   

  
	
  _____________________________

  
	
  (Signature)

  



 


 


 


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