**Exhibit 10.23**

 

**FORM OF**

 

**MEDIMMUNE, INC.**

 

**STOCK OPTION AGREEMENT**

 

STOCK OPTIONAGREEMENT (this “Agreement”) dated as of                                      ,20          (the “Date of Grant”)between MedImmune, Inc., a Delaware Corporation (the “Company”) and                                                     ,(the “Optionee”).  Capitalized terms usedherein but not defined shall have the meanings attributed to them in theCompany’s 2004 Stock Incentive Plan (the “Plan”).

 

Pursuant to the Plan, the Company has authorized theexecution and delivery of this Agreement. A copy of the Plan as in effect on the Date of Grant has been suppliedto the Optionee, and the Optionee hereby acknowledges receipt thereof.

 

NOW, THEREFORE, in consideration of the mutual covenantshereinafter set forth and for other good and valuable consideration, theparties hereto agree as follows:

 

1.                                       Grantof Option.  Subject to all the termsand conditions of the Plan and this Agreement, the Company has granted to theOptionee on the Date of Grant an option (the “Option”) to purchase                         shares of the common stock of the Company, $.01 par value (the “Common Stock”).  The Option consists of an option (the “IncentiveOption”) to purchase shares of Common Stock that is intended to qualify as an “incentivestock option” under Section 422 of the Internal Revenue Code of 1986, asamended (the “Code”), and an option (the “Nonqualified Option”) to purchase                         shares of Common Stock that is not intended to qualify under Section 422 of theCode.

 

2.                                       ExercisePrice.  The exercise price per shareof Common Stock covered by this Option shall be $                              ****(“Option Price”), which is 100% of the fair market value ofthe Common Stock on the Date of Grant, determined in accordance with the termsof the Plan.

 

3.                                       Vesting.  The Optionee’s right to purchase shares underthis Option shall become vested in accordance with the following schedule,provided that the Optionee remains an employee of the Company or any of itsSubsidiaries on the respective dates:

 
| **NUMBER OF SHARES** | ** ** | **VESTING DATE** | ** ** |
|----------------------|------------|------------------|------------|
|                 |       |             |       |
|                 |       |             |       |
|                 |       |             |       |

 

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In accordance with theforegoing schedule, such shares that may be purchased under an Incentive Option(based on the limitation described in Section 4 hereof) shall first becomeexercisable, and the remaining shares that may be purchased under aNonqualified Option shall become exercisable thereafter.  The vesting of the Option will cease upontermination of the Optionee’s employment with the Company or any Subsidiary,irrespective of whether the Optionee continues to provide services to theCompany or a Subsidiary following termination of employment.

 

4.                                       ISOLimitation.  Pursuant to Section422(d) of the Code, to the extent the aggregate fair market value of CommonStock with respect to which the Incentive Option (together with any otherincentive stock options of the Company and its Subsidiaries), valued on theDate of Grant, that is exercisable for the first time by the Optionee duringany calendar year exceeds $100,000, the portion of the Option representing suchexcess shall not be treated as an Incentive Option, but shall instead betreated as a Nonqualified Option under this Agreement.

 

5.                                       Term.  The term of the Option (the “Option Term”) shallcommence on the Date of Grant and shall expire on the tenth anniversary of theDate of Grant, unless the Option shall have been earlier terminated inaccordance with the terms hereof or the terms of the Plan.  Shares as to which the Option becomes exercisablepursuant to Section 3 of this Agreement may be purchased at any time during theOption Term.

 

6.                                       Terminationof Option.  Except as otherwiseprovided in Section 10 hereof, the unexercised portion of the Option shallautomatically terminate and shall become null and void and be of no furtherforce or effect upon the first to occur of the following:

 

(a)                      theexpiration of the Option Term;

 

(b)                     otherthan a termination of Service (as defined below) described in subparagraph (c)or (d) below, the expiration of six months from the date of termination of theOptionee’s Service for a Nonqualified Option and the expiration of three monthsfrom the date of termination of the Optionee’s Service for an Incentive Option;provided, however, that if the Optionee shall die during suchthree or six month period, as the case may be, the time of termination of theunexercised portion of the Option shall be determined in accordance withsubparagraph (c) below; provided, further, that with respect onlyto the Nonqualified Option, if the Optionee shall be rehired by the Companyduring such three-month period, such termination shall be deemed for purposesof this subparagraph (b) to never have occurred;

 

(c)                      theexpiration of 12 months from the date of termination of the Optionee’s Serviceif such termination is a result of Optionee’s death or Disability; and

 

(d)                     immediatelyupon the termination of the Optionee’s Service if such termination is forCause.

 

For purposes hereof, “Service” will include employment by the Companyor any Subsidiary and

 

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service to the Company or a Subsidiary as a consultant pursuant to awritten agreement provided such consultancy immediately follows the Optionee’stermination of employment with the Company or a Subsidiary.

 

7.                                       Procedurefor Exercise.

 

(a)                       TheOption may be exercised, in whole or part (for the purchase of whole sharesonly), by delivery of a written notice or other form of notice approved by theCommittee (the “Notice”) from the Optionee to the Secretary of the Company,which Notice shall:

 

(i)                         statethat the Optionee elects to exercise the Option;

 

(ii)                      statethe number of shares with respect to which the Optionee is exercising theoption (the “Optioned Shares”);

 

(iii)                   statethe method of payment for the Optioned Shares pursuant to Section 7(b) hereof;

 

(iv)                  inthe event that the Option shall be exercised by any person other than theOptionee pursuant to Section 12 hereof, include appropriate proof of the rightof such person to exercise the Option;

 

(v)                     statethe date upon which the Optionee desires to consummate the purchase of theOptioned Shares (which date must be prior to the termination of the Option andwithin 30 days after the date of delivery of the Notice);

 

(vi)                  includeany representation of the Optionee required pursuant to Section 11(b) hereof;and

 

(vii)               complywith such further provisions consistent with the Plan as the Committee may fromtime to time require.

 

(b)                     Paymentof the Option Price for the Optioned Shares shall be made (i) in cash or bycash equivalent, (ii) in Common Stock that has been held by the Optionee for atleast six months (or such other period as the Committee may deem appropriatefor purposes of applicable accounting rules), valued at the Fair Market Valueof such shares determined on the date of exercise, (iii) at the discretion ofthe Committee, by a broker-assisted “cashless exercise,” or (iv) by acombination of the methods described above.

 

(c)                       TheCompany shall be entitled to require as a condition of delivery of the OptionedShares that the Optionee remit or, in appropriate cases, agree to remit whendue, an amount in cash sufficient to satisfy all current or estimated futureFederal, state and local withholding tax and employment tax requirementsrelating thereto.

 

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(d)                      Nosingle exercise of the Option shall be for fewer than 100 shares unless thenumber of Optioned Shares purchased is the total number at the time availablefor purchase under this Option.

 

8.                                       NoRights as a Stockholder, Employee, etc.

 

(a)                      TheOptionee shall not have any privileges of a stockholder of the Company withrespect to any shares of Common Stock subject to (but not acquired upon validexercise of) the Option, nor shall the Company have any obligation to issue anydividends or otherwise afford any rights to which shares of Common Stock areentitled with respect to any such shares, until the date of the issuance to theOptionee of a stock certificate evidencing such shares.

 

(b)                     Nothingin this Agreement or the Option shall confer upon the Optionee any right tocontinue in the service of the Company or any of its Subsidiaries or tointerfere in any way with the right of the Company or its Subsidiaries or thestockholders of the Company to terminate the Optionee’s employment ordirectorship or to increase or decrease the Optionee’s compensation at anytime.

 

9.                                       Adjustments.  If there shall occur any recapitalization,reclassification, stock dividend, stock split, reverse stock split, or otherdistribution with respect to the shares of Common Stock, or any merger,reorganization, consolidation or other change in corporate structure affectingthe Common Stock, the Committee may, in the manner and to the extent that itdeems appropriate and equitable to the Optionee and consistent with the termsof the Plan, cause an adjustment to be made in (i) the number and kind ofshares of Common Stock subject to the Option, (ii) the Option Price, and(iii) any other terms of the Option that are affected by the event.  Notwithstanding the foregoing, in the case ofIncentive Options, any such adjustments shall be made in a manner consistentwith the requirements of Section 424(a) of the Code and, to the extentconsidered advisable by the Committee, in a manner consistent with therequirements of Section 162(m) of the Code.

 

10.                                 Changein Control.

 

(a)                      Inthe event of a Change in Control of the Company during the Optionee’semployment with the Company or any of its Subsidiaries, the Option shall becomefully vested and immediately exercisable to the extent that the Option has notalready become so vested and exercisable.

 

(b)                     Inthe event that the Optionee’s employment with the Company or any of itsSubsidiaries is terminated by the Company without Cause or by the Optionee with“good reason” (as such term is defined in the Optionee’s employment agreementwith the Company or any of its Subsidiaries in effect upon such termination)within six months following the effective date of a Change in Control, theOptionee shall retain the right to exercise the Option until the earlier tooccur of (i) thirty-six (36) months following the date of such termination, and(ii) the expiration of the original full term of the Option.

 

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11.                                 AdditionalProvisions Related to Exercise.

 

(a)                       TheOption shall be exercisable only on such date or dates and during such periodand for such number of shares of Common Stock as are set forth in thisAgreement.

 

(b)                     Uponthe exercise of the Option at a time when there is not in effect a registrationstatement under the Securities Act of 1933 relating to the shares of CommonStock, the Optionee hereby represents and warrants, and by virtue of suchacquisition shall be deemed to represent and warrant, to the Company that theshares of Common Stock shall be acquired for investment and not with a view tothe distribution thereof, and not with any present intention of distributingthe same, and the Optionee shall provide the Company with such furtherrepresentations and warranties as the Company may require in order to ensurecompliance with applicable federal and state securities, blue sky and otherlaws.  No shares of Common Stock shall beacquired unless and until the Company and/or the Optionee shall have compliedwith all applicable federal or state registration, listing and/or qualificationrequirements and all other requirements of law or of any regulatory agencieshaving jurisdiction, unless the Committee has received evidence satisfactory toit that the Optionee may acquire such shares pursuant to an exemption fromregistration under the applicable securities laws.  Any determination in this connection by theCommittee shall be final, binding and conclusive.  The Company reserves the right to legend anycertificate for shares of Common Stock, conditioning sales of such shares uponcompliance with applicable federal and state securities laws and regulations.

 

12.                                 Restrictionon Transfer of Option.  The Optionmay not be transferred, pledged, assigned, hypothecated or otherwise disposedof in any way by the Optionee, except by (i) will or by the laws of descent anddistribution or (ii) only in the case of a Nonqualified Option, the Optioneemay, during his or her lifetime and subject to the prior approval of theCommittee at the time of proposed transfer, transfer all or part of theNonqualified Option to or for the benefit of the Optionee’s “family members”(as defined under SEC rules for the Form S-8 registration statement).  Subsequent transfers of such NonqualifiedOption shall be prohibited other than by will or the laws of descent anddistribution upon the death of the transferee. In the event an Optionee becomes legally incapacitated, his or herOption shall be exercisable by his or her legal guardian, committee or legalrepresentative.  If the Optionee dies,the Option shall thereafter be exercisable by the Optionee’s executors oradministrators.  The Option shall not besubject to execution, attachment or similar process.  Any attempted assignment, transfer, pledge,hypothecation or other disposition of the Option contrary to the provisionshereof, and the levy of any execution, attachment or similar process upon theOption, shall be null and void and without effect.

 

13.                                 Notices.  All notices or other communications which arerequired or permitted hereunder shall be deemed sufficient if contained in awritten instrument given by personal delivery, telex, telecopier, telegram, aircourier or registered or certified mail, postage prepaid, return receiptrequested, addressed to such party at the address set forth below or such other

 

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address as may thereafterbe designated in a written notice from such party to the other party:

 

if to the Company, to:

 

MedImmune, Inc.

One Medimmune Way

Gaithersburg, MD 20878

 

if to the Optionee, to:

 

 

 

All such notices, advances and communications shall be deemed to havebeen delivered and received (a) in the case of personal delivery, on the date ofsuch delivery, (b) in the case of telecopier, upon receipt of machineconfirmation, and (c) in the case of mailing, on the third business dayfollowing such mailing.

 

14.                                 NoWaiver.  No waiver of any breach orcondition of this Agreement shall be deemed to be a waiver of any other orsubsequent breach or condition, whether of like or different nature.

 

15.                                 OptioneeUndertaking.  The Optionee shall takewhatever additional actions and execute whatever additional documents theCompany or the Committee may in its judgment deem necessary or advisable inorder to carry out or effect one or more of the obligations or restrictionsimposed on the Optionee pursuant to the express provisions of this Agreement.

 

16.                                 Limitationon Disposition of Incentive Stock Option Shares.  It is understood that any Incentive Optiongranted hereunder is intended to qualify as an “incentive stock option” asdefined in Section 422 of the Code. Accordingly, the Optionee understands that in order to obtain thebenefits of an incentive stock option under Section 422 of the Code, no sale orother disposition may be made of any shares acquired upon exercise of theIncentive Option within one year after the day of the transfer of such sharesto the Optionee, nor within two years after the grant of the option.  If the Optionee intends to dispose, or doesdispose (whether by sale, exchange, gift, transfer or otherwise), of any suchshares within said periods, the Optionee will notify the Company in writingwithin ten days after such disposition. In addition, the Optionee understands that in order to obtain thebenefits of an incentive stock option under Section 422 of the Code, anIncentive Option must be exercised within three months of the Optionee’stermination of employment with the Company or any of its Subsidiaries.  The foregoing limitations do not apply to theNonqualified Option or any shares acquired by exercise of the NonqualifiedOption.

 

17.                                 GoverningLaw.  This Agreement shall begoverned by, and construed in accordance with, the laws of the State ofDelaware, excluding the choice of law rules thereof.

 

18.                                 Counterparts.  This Agreement may be executed incounterparts, each of which shall be deemed to be an original but all of whichtogether shall constitute one and the same

 

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instrument.

 

19.                                 EntireAgreement.  This Agreement and thePlan constitute the entire agreement between the parties with respect to thesubject matter hereof and thereof, merging any and all prior agreements.

 

IN WITNESS WHEREOF, the parties hereto have executedthis Agreement as of the Date of Grant.

 
|   | MEDIMMUNE, INC. |
|--------|-----------------|
|   |            |
|   |            |
|   | By:             |   |   |
|   | Name:           |
|   | Title:          |
|   |            |
|   |            |
|   | OPTIONEE        |
|   |            |
|   |            |
|   | By:             |   |   |
|   | Name:           |

 

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