**Exhibit 10.26**

 

**FORM OF**

 

**STOCK OPTION AGREEMENT**

 

STOCK OPTION AGREEMENT (this “Agreement”) dated as of **«Date»**(the “Date of Grant”) betweenMedImmune, Inc., a Delaware Corporation (the “Company”) and **«LastName» «LastName»,**(the “Optionee”), which term as used herein shall be deemed to include anysuccessor to the Optionee by will or by the laws of descent and distribution,unless the context shall otherwise require. Capitalized terms used herein but not defined shall have the meaningsattributed to them in the 2003 Plan (as defined below).

 

Pursuant to the Company’s 2003 Non-Employee Directors Stock Option Plan(the “2003 Plan”), the Company has authorized the execution and delivery ofthis Agreement.  A copy of the 2003 Planas in effect on the Date of Grant has been supplied to the Optionee, and theOptionee hereby acknowledges receipt thereof.

 

NOW THEREFORE, in consideration of the mutual covenants hereinafter setforth and for other good and valuable consideration, the parties hereto agreeas follows:

 

1.                                       Grantof Option.  Subject to all the termsand conditions of the 2003 Plan and this Agreement, the Company has granted tothe Optionee on the Date of Grant an option (the “Option”) to purchase                   shares of Common Stock.  The Option is notintended to qualify under Section 422 of the Code.

 

2.                                       ExercisePrice.  The exercise price per shareof Common Stock covered by this Option shall be **$«Price»**(“Option Price”), which is100% of the Fair Market Value of the Common Stock on the Date of Grant.

 

3.                                       Vesting.

 

(a)                                  TheOptionee’s right to purchase shares under this option shall become vested inaccordance with the following schedule, provided that the Optionee remains amember of the Board on the respective dates:

 
| **Shares** | ** ** | **Vesting Date**      | ** ** |
|------------|------------|-----------------------|------------|
| ** ** |       |                  |       |
| ** ** |       | **«Date1»** |       |
| ** ** |       | **«Date2»** |       |
| ** ** |       | **«Date3»** |       |
| ** ** |       | **«Date4»** |       |

 

(b)                                  Notwithstandingparagraph (a) above,****if at any timewhile the Option is outstanding there is a Change in Control of the Company,the Option shall be treated in accordance with Section 4.3 of the 2003 Plan.

 

4.                                       Term.  The term of the Option (the “Option Term”)shall commence on the Date

 

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of Grant and shall expire on the tenth anniversary of the Date ofGrant.  Unless the Option shall have beenearlier terminated in accordance with the terms of Section 5 hereof,shares as to which the Option becomes exercisable pursuant to Section 3 ofthis Agreement may be purchased at any time during the Option Term.

 

5.                                       Terminationof Option.  The unexercised portionof the Option shall automatically terminate and shall become null and void andbe of no further force or effect upon the first to occur of the following:

 

(a)  the expiration of the OptionTerm;

 

(b)  the expiration of threemonths from the date of termination of the Optionee’s service as a member ofthe Board (other than a termination described in subparagraph (c) or (d)below);

 

(c)  the expiration of 12 monthsfrom the date of termination of the Optionee’s service as a member of the Boardas a result of Optionee’s death or permanent and total disability (within themeaning of Section 22(e)(3) of the Code); and

 

(d)  immediately upon thetermination of the Optionee’s service as a member of the Board, if suchtermination is for “cause” (as defined in Section 6.3 of the 2003 Plan).

 

6.                                       Procedurefor Exercise.

 

(a)  The Option may be exercised,in whole or part (for the purchase of whole shares only), by delivery of awritten notice (the “Notice”) from the Optionee to the Secretary of theCompany, which Notice shall:

 

(i)  state that the Optioneeelects to exercise the Option;

 

(ii)  state the number of shareswith respect to which the Optionee is exercising the option (the “OptionedShares”);

 

(iii)  state the method ofpayment for the Optioned Shares pursuant to Section 6(b) hereof;

 

(iv)  in the event that theOption shall be exercised by any person other than the Optionee pursuant to Section 10hereof, include appropriate proof of the right of such person to exercise theOption;

 

(v)  state the date upon whichthe Optionee desires to consummate the purchase of the Optioned Shares (whichdate must be prior to the termination of the Option and within 30 days of thedate of delivery of the Notice);

 

(vi)  include any representationof the Optionee required pursuant to Section 9(b) hereof; and

 

(vii) comply with such further provisions consistent with the 2003 Planas the

 

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Board may from time to time require.

 

(b)                                 Paymentof the Option Price for the Optioned Shares shall be made (i) in cash or bycash equivalent acceptable to the Board, (ii) in Common Stock that has beenheld by the Optionee for at least six months (or such other period as the Boardmay deem appropriate for purposes of applicable accounting rules), valued atthe Fair Market Value of such shares determined on the date of exercise, (iii)to the extent permitted by the Board, by a broker-assisted “cashless exerciseor (iv) by a combination of the methods described above.

 

(c)                                  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.

 

7.                                       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 directorship or toincrease or decrease the Optionee’s compensation at any time.

 

8.                                       Adjustments.                        If at anytime while the Option is outstanding, the number of outstanding shares ofCommon Stock is changed by reason of a reorganization, recapitalization, stocksplit or any of the other events described in Section 4.2 of the 2003Plan, the number and kind of shares and/or the Option Price of such sharesshall be adjusted in accordance with the provisions of Section 4.2 of the2003 Plan.

 

9.                                       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 relating to the Optioned Shares, theOptionee hereby represents and warrants, and by virtue of such exercise shallbe deemed to represent and warrant, to the Company that the Optioned Sharesshall be acquired for investment and not with a view to the distributionthereof, nor with any present intention of distributing the same, and theOptionee shall provide the Company with such further representations andwarranties as the Company may require in order to ensure compliance withapplicable Federal and state securities, blue sky and other laws.  No Optioned Shares

 

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shall be purchased upon the exercise of the Option unless and until theCompany and/or the Optionee shall have complied with all applicable Federal orstate registration, listing and/or qualification requirements and all otherrequirements of law or of any regulatory agencies having jurisdiction, unlessthe Board has received evidence satisfactory to it that a prospective Optioneemay acquire such shares pursuant to an exemption from registration under theapplicable securities laws.  Anydetermination in this connection by the Board shall be final, binding, andconclusive.

 

10.                                 Restrictionon Transfer of Option.   The Optionshall be nontransferable except (i) upon the Optionee’s death, by the Optionee’swill or the laws of descent and distribution or (ii) during the Optionee’slifetime and subject to the prior approval of the Board at the time of proposedtransfer, transfer all or part of the Option to the Optionee’s family member(as defined below).  The transfer of aOption may be subject to such other terms and conditions as the Board may inits discretion impose from time to time. Subsequent transfers of an Option shall be prohibited other than by willor the laws of descent and distribution upon the death of the transferee.

 

For purposes hereof, a “family member” shall mean any child, stepchild,grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,brother-in-law, or sister-in-law, including adoptive relationships, any personsharing the employee’s household (other than a tenant or employee), a trust inwhich these persons have more than fifty percent of the beneficial interest, afoundation in which these persons (or the employee) control the management ofassets, and any other entity in which these persons (or the employee) own morethan fifty percent of the voting interests.

 

If the Optionee dies, the Option shall thereafter be exercisable by theOptionee’s executors or administrators to the extent it was exercisable at thedate of the Optionee’s death and shall not have been previously exercised.  The Option shall not be subject to execution,attachment or similar process.  Anyattempted assignment, transfer, pledge, hypothecation or other disposition ofthe Option contrary to the provisions hereof, and the levy of any execution,attachment or similar process upon the Option, shall be null and void andwithout effect.  No transfer of an Optionby the Optionee by will or by laws of descent and distribution shall beeffective to bind the Company unless the Company shall have been furnished withwritten notice thereof and an authenticated copy of the will and/or such otherevidence as the Board may deem necessary to establish the validity of thetransfer.  During the lifetime of anOptionee, except as provided above, the Option shall be exercisable only by theOptionee, except that, in the case of an Optionee who is legally incapacitated,the Option shall be exercisable by the Optionee’s guardian or legalrepresentative.  In the event of anytransfer of an Option to a family member in accordance with the provisions ofthis section, such family member shall thereafter have all rights that wouldotherwise be held by such Optionee (or by such Optionee’s guardian, legalrepresentative or beneficiary), except as otherwise provided herein.

 

11.                                 RestrictiveLegend.    In order to reflect the restrictions ondisposition of Optioned Shares, all stock certificates representing theOptioned Shares shall, if required by the Company at a time when there is notin effect a registration statement under the Securities Act relating to theOptioned Shares, have affixed thereto a legend substantially in the followingform.

 

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

 

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REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENTAND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, OR TRANSFERRED IN THE ABSENCE OF ANEFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT OR AN OPINION OFCOUNSEL TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

 

12.                                 Notices.    All notices or othercommunications which are required or permitted hereunder shall be deemedsufficient if contained in a written instrument given by personal delivery,telex, telecopier, telegram, air courier or registered or certified mail,postage prepaid, return receipt requested, addressed to such party at theaddress set forth below or such other address as may thereafter be designatedin a written notice from such party to the other party:

 

if the Company, to:

MedImmune, Inc.

35 West Watkins Mill Road

Gaithersburg, MD 20878

Attention: Corporate Secretary

 

if to the Optionee, to:

«FirstName» «LastName»

«Address1»

«City», «State» «PostalCode»

 

All such notices, advances and communications shall be deemed to havebeen delivered and received (a) in the case of personal delivery, on the dateof such 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.

 

13.                                 NoWaiver.    No waiver of any breach or condition of thisAgreement shall be deemed to be a waiver of any other or subsequent breach orcondition, whether of like or different nature.

 

14.                                 OptioneeUndertaking.  The Optionee shall takewhatever additional actions and execute whatever additional documents theCompany or the Board may in its judgment deem necessary or advisable in orderto carry out or effect one or more of the obligations or restrictions imposedon the Optionee pursuant to the express provisions of this Agreement.

 

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

 

16.                                 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 instrument.

 

17.                                 OptionSubject to Plan.  By entering intothis Agreement, the Optionee agrees and acknowledges that the 2003 Plan and theterms and provisions of the 2003 Plan, as it may be

 

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amended from time to time, are hereby incorporated by reference.  In the event of a conflict between any termor provision contained in this Agreement and any term or provision of the 2003Plan, the applicable terms and provisions of the 2003 Plan will govern andprevail.

 

18.                                 EntireAgreement.  This Agreement and the2003 Plan constitute the entire agreement between the parties with respect tothe subject matter hereof and thereof, superceding any and all prioragreements.

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement asof the Date of Grant.

 
|   | MEDIMMUNE, INC.                                                  |
|--------|------------------------------------------------------------------|
|   |                                                             |
|   | By:                                                              |
|   | NAME:                                                            |
|   | TITLE:                                                           |
|   |                                                             |
|   |                                                             |
|   | OPTIONEE:                                                        |
|   |                                                             |
|   | By:                                                              |   |   |
|   | Name:   «FirstName»«LastName» |

 

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