Exhibit 10.1


 


Stock
Option Grant


 


1.                                       Grant
of Option


 


Advanced Magnetics, Inc., a Delaware
corporation (the “Company”), hereby grants to           
(the “Employee”), an option to purchase         
shares of Common Stock, $.01 par value per share, of the Company as
hereinafter set forth (the “Option”), pursuant and subject to the terms and
provisions of the Company’s 2000 Stock Plan
(the “Plan”).  The date of grant of this
Option is [date of grant].


 


All terms which are defined in the Plan shall
have the same meanings herein.


 


2.                                       Vesting
of Option


 


This Option shall be exercisable in
cumulative installations, as follows:


 


	
  Date Exercised

  	
   

  	
  Number of Shares Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On or before
  date of grant

  	
   

  	
  -0-

  	
   

  
	
  One year
  from date of grant

  	
   

  	
  [  ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Two years from
  date of grant

  	
   

  	
  [  ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Three years
  from date of grant

  	
   

  	
  [  ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Four years
  from date of grant

  	
   

  	
  [  ]

  	
   

  



 


3.                                       Term
of Option


 


This Option shall terminate
in ten (10) years
on [date of grant plus 10].


 


4.                                       Exercise
Price


 


The exercise price
of this Option shall be          dollars and         cents ($    )
per share.


 


5.                                       Exercise
and Payment


 


(a)                                  Method
of Payment.    This Option shall be
exercisable by delivery to the Company of written notice of exercise,
specifying the number of shares for which this Option is being exercised
(subject to Section 2 hereof), together with payment to the Company for
the total exercise price thereof in cash, by check or, subject to the Company’s
approval, by Common Stock of the Company owned by the Employee for more than
six (6) months, or by some combination thereof.


 


(b)                                 Valuation
of Shares Tendered in Payment of Purchase Price.    For the purposes hereof, the fair market
value of any share of the Company’s Common Stock which may be delivered to the
Company in exercise of this Option shall be determined in good faith by the
Board of Directors of the Company, or, in the absence of such determination,
shall be equal to the closing price of a share of the Company’s Common Stock as
reported on the American Stock Exchange on the date of exercise of this Option.


 





















 


(c)                                  Delivery
of Shares Tendered in Payment of Purchase Price.    If the Company permits the Employee to
exercise Options by delivery of shares of Common Stock of the Company, the
certificate or certificates representing the shares of Common Stock of the
Company to be delivered shall be duly executed in blank by the Employee or
shall be accompanied by a stock power duly executed in blank suitable for
purposes of transferring such shares to the Company.  Fractional shares of Common Stock of the
Company will not be accepted in payment of the purchase price of shares
acquired upon exercise of this Option.


 


(d)                                 Use
of Statutory Option Stock.    Without
derogating from the foregoing, “statutory option stock” (as defined below) may
be tendered in payment of the exercise price of this Option even if the stock
to be so tendered has not, at the time of tender, been held by the Employee for
the applicable minimum statutory holding period required to receive the tax
benefits afforded under Section 421(a) of the Code with respect to
such stock.  The Employee acknowledges
that the tender of such “statutory option stock” may have adverse tax
consequences to the Employee.  As used
above, the term “statutory option stock” means stock acquired through the
exercise of a qualified stock option, incentive stock option, restricted stock
option or an option granted under an employee stock purchase plan.  The tender of statutory option stock in
payment of the exercise price of this Option shall be accompanied by written
representation (in form satisfactory to the Company) stating whether such stock
has been held by the Employee for the applicable minimum statutory holding
period.


 


6.                                       Effect
of Termination of Employment or Death


 


This Option shall not be assignable or
transferable either voluntarily or by operation of law, except as set forth in
this Section 6.


 


In the event that the Employee during his or
her lifetime ceases to be an employee of the Company or of any subsidiary for
any reason, other than death or disability, any unexercised portion of this
Option which was otherwise exercisable on the date of termination of employment
shall expire unless exercised within three months of that date, but in no event
after the expiration of the term hereof.


 


In the event of the death or disability of
the Employee (i) while an employee of the Company or any subsidiary, or (ii) during
the three-month period following termination of his or her employment for any
reason other than death or disability, this Option shall be exercisable for the
number of shares otherwise exercisable on the date of death or disability, by
the Employee or his or her personal representatives, heirs or legatees, as the
case may be, at any time prior to the expiration of one (1) year from the
date of the death or disability of the Employee, but in no event after the
expiration of the term hereof.


 


7.                                       Employment


 


Nothing contained in this Option or in the
Plan shall be construed as giving the Employee any right to be retained in the
employ of the Company or any of its subsidiaries.


 


8.                                       Withholding
Taxes


 


The Employee acknowledges and agrees that the
Company has the right to deduct from payments of any kind otherwise due to the
Employee any federal, state or local taxes of any kind required by law to be
withheld with respect to exercise of this Option.


 


9.                                       Plan
Provisions


 


Except as
otherwise expressly provided herein, this Option and the rights of the Employee
hereunder shall be subject to and governed by the terms and provisions of the
Plan, including without limitation the provisions of Section 4 thereof.


 





















 


10.                                 Employee
Representation; Stock Certificate Legend


 


The Employee hereby represents that he or she
has received and read the Prospectus filed with the Securities and Exchange
Commission as a part of the Registration Statement on Form S-8,
which registered the shares under the Plan.


 


If the Employee is an “affiliate” of the
Company (as defined in Rule 144 promulgated under the Securities Act of
1933), all stock certificates representing shares of Common Stock issued to
such Employee pursuant to this Option shall have affixed thereto legends
substantially in the following form:


 


“The shares represented by this certificate
have not been registered under the Securities Act of 1933, as amended (the “Act”)
and may not be sold, transferred or assigned unless such shares are registered
under the Act or an opinion of counsel, satisfactory to the corporation, is
obtained to the effect that such sale, transfer or assignment is exempt from
the registration requirements of the Act.”


 


11.                                 Notice


 


Any notice required to be given under the
terms of this Option shall be properly addressed as follows:  to the Company at its principal executive
offices, and to the Employee at his or her address set forth below, or at such
other address as either of such parties may hereafter designate in writing to
the other.


 


12.                                 Qualification
under Section 422


 


It is understood and intended that this
Option shall qualify as an “incentive stock option” as defined in Section 422
of the Internal Revenue Code. 
Accordingly, the Employee understands that in order to obtain the
benefits of an incentive stock option under Section 421 of the Code, no
sale or other disposition may be made of any shares acquired upon exercise of
this Option within the one (1) year period beginning on the day after the
day of the transfer of such shares to him or her, nor within the two (2) year
period beginning on the day after the grant of this Option.  If the Employee intends to dispose or does
dispose (whether by sale, exchange, gift, transfer or otherwise) of any such
shares within said periods, he or she will notify the Company within thirty
(30) days after such disposition.


 


13.                                 Enforceability


 


This Option shall be binding upon the Employee,
his or her estate, and his or her personal representatives and beneficiaries.


 


14.                                 Effective
Date


 


The effective date of this Option is the date
of grant ([date of grant]).


 


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left blank.]


 





















 


IN WITNESS WHEREOF, this Option has been executed by a duly authorized
officer of the Company as of the effective date.


 


 


	
   

  	
   

  	
  Advanced Magnetics, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    Michael N. Avallone

  
	
   

  	
   

  	
   

  	
    Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  Employee’s Acceptance:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The undersigned hereby accepts this Option
  and agrees

  to the terms and provisions set forth in this Option and in

  the Plan (a copy of which has been delivered to him/her).

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature of Employee)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Print Name of Employee)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date: