Forms of Stock Option Grant Notice, Stock Option Excercise Notice and....



 Exhibit 10.5 
 ACELRX PHARMACEUTICALS, INC. 
 STOCK OPTION GRANT NOTICE 
 (2011 EQUITY INCENTIVE PLAN) 

AcelRx Pharmaceuticals, Inc. (the “Company”), pursuant to its 2011 Equity Incentive Plan (the
“Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the
Option Agreement, the Plan, and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. 
  

			
	 Optionholder:
	 	  

	 Date of Grant:
	 	  

	 Vesting Commencement Date:
	 	  

	 Number of Shares Subject to Option:
	 	  

	 Exercise Price (Per Share):
	 	  

	 Total Exercise Price:
	 	  

	 Expiration Date:
	 	  



 

					
	 Type of Grant:
	  	  ̈  Incentive Stock Option
	  	  ̈  Nonstatutory Stock Option

			
	 Exercise Schedule:
	  	  ̈  Same as Vesting Schedule
	  	
		
	 Vesting Schedule:
	  	 Subject to Continuous Service on each vesting date, [1/4th of the shares vest one year after the Vesting Commencement Date; the balance of the shares vest in a series of
thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date.]

		
	 Payment:
	  	 By one or a combination of the following items (described in the Option Agreement):

		
		  	 x   By cash or check

		  	 x   By bank draft or money order payable to the Company

		  	 x   Pursuant to a Regulation T Program if the Shares are publicly
traded

		  	 x   By delivery of already-owned shares if the Shares are publicly
traded

		  	 x   If and only to the extent this option is a Nonstatutory Stock Option, and subject to
the Company’s consent at the time of exercise, by a “net exercise” arrangement


 Additional
Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this
Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that
subject with the exception of (i) options previously granted and delivered to Optionholder by the Company under the Plan or the Company’s 2006 Stock Plan, and (ii) the following agreements only: 

 

									
		 	 OTHER AGREEMENTS:
	 	  

		 		 	  


  

											
	 ACELRX PHARMACEUTICALS, INC.
	 	     
	 	 OPTIONHOLDER:

					
	 By:
	 	  
	 		 		 	  

	Signature	 		 		 	Signature
	 Title:
	 	  
	 		 		 	 Date:
	 	  

	 Date:
	 	  
	 		 		 		 	

 ATTACHMENTS: Option Agreement, 2011 Equity Incentive Plan and Notice of
Exercise 







 ATTACHMENT I 

ACELRX PHARMACEUTICALS, INC. 

2011 EQUITY INCENTIVE PLAN 

OPTION AGREEMENT 
 (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) 

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, AcelRx
Pharmaceuticals, Inc. (the “Company”) has granted you an option under its 2011 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your
Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan. 

The details of your option are as follows: 

1.      VESTING. Subject to the limitations contained herein and the
potential vesting acceleration provisions set forth in Section 9 of the Plan, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. 

2.      NUMBER OF SHARES AND
EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.

 3.      EXERCISE RESTRICTION
FOR NON-EXEMPT EMPLOYEES. In the event that you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (i.e., a
“Non-Exempt Employee”), and except as otherwise provided in the Plan, you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in
your Grant Notice, notwithstanding any other provision of your option. 

4.      EXERCISE PRIOR TO
VESTING (“EARLY EXERCISE”). If permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates “Early Exercise Permitted”) and subject to the provisions of
your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option;
provided, however, that: 
 (a)     a partial exercise of your option
shall be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock; 
 (b)     any shares of Common Stock so purchased from installments that have not vested as of the date of exercise shall be subject to the purchase option in favor of the
Company as described in the Company’s form of Early Exercise Stock Purchase Agreement; 







 (c)     you shall enter into the
Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in the same vesting as if no early exercise had occurred; and 

(d)     if your option is an Incentive Stock Option, then, to the extent that the
aggregate Fair Market Value (determined at the time of grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable for the first time by you during any calendar year (under
all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), your option(s) or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock
Options. 
 5.      METHOD OF
PAYMENT. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant
Notice, which may include one or more of the following: 

(a)     Provided that at the time of exercise the Common Stock is publicly traded,
pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to
pay the aggregate exercise price to the Company from the sales proceeds. 

(b)     Provided that at the time of exercise the Common Stock is publicly traded, by
delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date
of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form
approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption
of the Company’s stock. 
 (c)     If the Option is a Nonstatutory Stock
Option, subject to the consent of the Company at the time of exercise, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise of your option by the
largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other payment from you to the extent of any remaining balance of the
aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided further, however, that shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter to the
extent that (1) shares are used to pay the exercise price pursuant to the “net exercise,” (2) shares are delivered to you as a result of such exercise, and (3) shares are withheld to satisfy tax withholding obligations.








 6.      WHOLE
SHARES. You may exercise your option only for whole shares of Common Stock. 

7.      SECURITIES LAW COMPLIANCE.
Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so
registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your
option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations. 
 8.      TERM. You may not exercise your option before the commencement or after the expiration of its term. The term of your option commences on the
Date of Grant and expires, subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following: 
 (a)     immediately upon the termination of your Continuous Service for Cause; 
 (b)     three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability or death (except as otherwise provided in
(d) below), provided that if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in the section above relating to “Securities Law Compliance,” your option shall
not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; and if (i) you are a Non-Exempt Employee,
(ii) your Continuous Service terminates within six (6) months after the Date of Grant specified in your Grant Notice, and (iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your
option shall not expire until the earlier of (x) the later of (A) the date that is seven (7) months after the Date of Grant specified in your Grant Notice or (B) the date that is three (3) months after the termination of
your Continuous Service, or (y) the Expiration Date; 
 (c)     twelve
(12) months after the termination of your Continuous Service due to your Disability; 

(d)     eighteen (18) months after your death if you die either during your
Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause; 
 (e)     the Expiration Date indicated in your Grant Notice; or 
 (f)     the day before the tenth (10th) anniversary of the Date of Grant. 
 If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the date of
grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for
extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option 







 
will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you
otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates. 
 9.      EXERCISE. 
 (a)     You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by delivering a Notice
of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the
Company may then require. 
 (b)     By exercising your option you agree that,
as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of
your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon such exercise. 

(c)     If your option is an Incentive Stock Option, by exercising your option you agree
that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your
option grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option. 
 10.      TRANSFERABILITY. Except as otherwise provided in this Section 10, your option is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you. 

(a)     Certain Trusts. Upon receiving written permission from the Board or its duly
authorized designee, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust, provided that you and
the trustee enter into transfer and other agreements required by the Company. 

(b)     Domestic Relations Orders. Upon receiving written permission from the Board or
its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to a domestic relations order that contains the information
required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order to help ensure the required information is
contained within the domestic relations order. If this option is an Incentive Stock Option, this option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. 

(c)     Beneficiary Designation. Upon receiving written permission from the Board or its
duly authorized designee, you may, by delivering written notice to the Company, in 







 
a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect option exercises, designate a third party who, in the event of your death, shall
thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate shall be entitled to exercise this
option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. 
 11.    OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and
nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your
option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. 

12.    WITHHOLDING OBLIGATIONS. 

(a)      At the time you exercise your option, in whole or in part, or at any time
thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a
program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate,
if any, which arise in connection with the exercise of your option. 

(b)      Upon your request and subject to approval by the Company, in its sole
discretion, and in compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock
having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a
liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be
permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to
accelerate the determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined
as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. 

(c)      You may not exercise your option unless the tax withholding obligations of
the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no 







 
obligation to issue a certificate for such shares of Common Stock unless such obligations are satisfied. 
 13.      TAX CONSEQUENCES. You hereby agree that the Company does not have a duty to design or administer the Plan or its
other compensation programs in a manner that minimizes your tax liabilities. You shall not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your
other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market value” per share of
the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. 
 14.      NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or,
in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. 

15.      GOVERNING PLAN DOCUMENT. Your
option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control. 







 ATTACHMENT II 

2011 EQUITY INCENTIVE PLAN 







 ATTACHMENT III 

NOTICE OF EXERCISE