Exhibit 10.1





Exhibit 10.1




Option No.




ONCOGENEX PHARMACEUTICALS, INC.




STOCK OPTION AGREEMENT





Type of Option (check one): o Incentive o Nonqualified



This Stock Option Agreement (the “Agreement”) is entered into as of                     ,
20     , by and between OncoGenex Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), and                      (the “Optionee”) pursuant to the Company’s
2010 Performance Incentive Plan, as amended (the “Plan”). Any capitalized term not defined herein
shall have the same meaning ascribed to it in the Plan.



1. Grant of Option. The Company hereby grants to Optionee an option (the “Option”) to
purchase all or any portion of a total of                      (          ) shares
(the “Shares”) of the Common Stock of the Company at a purchase price of
                     ($          ) per share (the “Exercise Price”), subject to
the terms and conditions set forth herein and the provisions of the Plan. If the box marked
“Incentive” above is checked, then this Option is intended to qualify as an “incentive stock
option” as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
If this Option fails in whole or in part to qualify as an incentive stock option, or if the box
marked “Nonqualified” is checked, then this Option shall to that extent constitute a nonqualified
stock option.



2. Vesting of Option. The right to exercise this Option shall vest in installments,
and this Option shall be exercisable from time to time in whole or in part as to any vested
installment, as follows:



	 	 	 
	Upon the date set forth below:	 	This Option shall be Exercisable as to:
	 

	 	Shares
	 

	 	Shares
	 

	 	Shares






No additional Shares shall vest after the date of termination of Optionee’s “Continuous
Service” (as defined below), but this Option shall continue to be exercisable in accordance with
Section 3 hereof with respect to that number of Shares that have vested as of the date of
termination of Optionee’s Continuous Service.



As used herein, the term “Continuous Service” means (i) employment by either the Company or
any parent or subsidiary corporation of the Company, or by a corporation or a parent or subsidiary
of a corporation issuing or assuming a stock option in a transaction to which Section 424(a) of the
Code applies, which is uninterrupted except for vacations, illness (except for permanent
disability, as defined in Section 22(e)(3) of the Code), or leaves of absence which are approved in
writing by the Company or any of such other employer corporations, if applicable, (ii) service as a
member of the Board of Directors of the Company until Optionee resigns, is removed from office, or
Optionee’s term of office expires and he or she is not
reelected, or (iii) so long as Optionee is engaged as a Service Provider to the Company or
other corporation referred to in clause (i) above.


 


 









 





3. Term of Option. The right of the Optionee to exercise this Option shall terminate
upon the first to occur of the following:




(a) the expiration of ten (10) years from the date of this Agreement;



(b) the expiration of three (3) months from the date of termination of Optionee’s Continuous
Service if such termination occurs for any reason other than permanent disability or death;
provided, however, that if Optionee dies during such three-month period the provisions of Section
3(d) below shall apply; and provided, further, that if Section 3(d) does not apply, and on the last
trading day within such three-month period Optionee is subject to a blackout imposed by the Company
pursuant to which Optionee is restricted from exercising this Option or reselling the Shares
issuable upon such exercise, the right of Optionee to exercise this Option shall continue until the
tenth (10th) day following the expiration of such blackout with respect to Optionee;



(c) the expiration of one (1) year from the date of termination of Optionee’s Continuous
Service if such termination is due to permanent disability of the Optionee (as defined in Section
22(e)(3) of the Code);



(d) the expiration of one (1) year from the date of termination of Optionee’s Continuous
Service if such termination is due to Optionee’s death or if death occurs during the three-month
period following termination of Optionee’s Continuous Service specified in Section 3(b) above; or



(e) upon the consummation of a “Change in Control” (as defined in Section 2.7 of the Plan).



4. Exercise of Option. On or after the vesting of any portion of this Option in
accordance with Sections 2 or 8 hereof, and until termination of the right to exercise this Option
in accordance with Section 3 above, the portion of this Option which has vested may be exercised in
whole or in part by the Optionee (or, after his or her death, by the person designated in Section 5
below) upon delivery of the following to the Company at its principal executive offices:



(a) a written notice of exercise which identifies this Agreement and states the number of
Shares then being purchased (but no fractional Shares may be purchased);



(b) a check or cash in the amount of the Exercise Price (or payment of the Exercise Price in
such other form of lawful consideration as the Administrator may approve from time to time under
the provisions of Section 5.3 of the Plan);



(c) a check or cash in the amount reasonably requested by the Company to satisfy the Company’s
withholding obligations under federal, state or other applicable tax laws with respect to the
taxable income, if any, recognized by the Optionee in connection with the exercise of this Option
(unless the Company and Optionee shall have made other arrangements
for deductions or withholding from Optionee’s wages, bonus or other compensation payable to
Optionee, or by the withholding of Shares issuable upon exercise of this Option or the delivery of
Shares owned by the Optionee in accordance with Section 11.1 of the Plan, provided such
arrangements satisfy the requirements of applicable tax laws); and


 


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(d) a letter, if requested by the Company, in such form and substance as the Company may
require, setting forth the investment intent of the Optionee, or person designated in Section 5
below, as the case may be.



5. Death of Optionee; No Assignment. The rights of the Optionee under this Agreement
may not be assigned or transferred except by will or by the laws of descent and distribution, and
may be exercised during the lifetime of the Optionee only by such Optionee. Any attempt to sell,
pledge, assign, hypothecate, transfer or dispose of this Option in contravention of this Agreement
or the Plan shall be void and shall have no effect. If the Optionee’s Continuous Service
terminates as a result of his or her death, and provided Optionee’s rights hereunder shall have
vested pursuant to Section 2 hereof, Optionee’s legal representative, his or her legatee, or the
person who acquired the right to exercise this Option by reason of the death of the Optionee
(individually, a “Successor”) shall succeed to the Optionee’s rights and obligations under this
Agreement. After the death of the Optionee, only a Successor may exercise this Option.



6. Representation of Optionee. Optionee acknowledges receipt of a copy of the Plan
and understands that all rights and obligations connected with this Option are set forth in this
Agreement and the Plan.



7. Adjustments Upon Changes in Capital Structure. In the event that the outstanding
shares of Common Stock of the Company are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the Company by reason of
a recapitalization, stock split, reverse stock split, reclassification, stock dividend or other
similar change in the capital structure of the Company, then appropriate adjustment shall be made
by the Administrator to the number of Shares subject to the unexercised portion of this Option and
to the Exercise Price per Share, in order to preserve, as nearly as practical, but not to increase,
the benefits of the Optionee under this Option, in accordance with the provisions of Section 4.2 of
the Plan.



8. Change in Control. In the event of a Change in Control (as defined in Section 2.7
of the Plan), the right to exercise this Option shall accelerate automatically and vest in full
(notwithstanding the provisions of Section 2 above) effective as of immediately prior to the
consummation of the Change in Control. If vesting of this Option will accelerate pursuant to the
preceding sentence, the Administrator in its discretion may provide, in connection with the Change
in Control transaction, for the purchase or exchange of this Option for an amount of cash or other
property having a value equal to the difference (or “spread”) between: (x) the value of the cash
or other property that the Optionee would have received pursuant to the Change in Control
transaction in exchange for the Shares issuable upon exercise of this Option had this Option been
exercised immediately prior to the Change in Control, and (y) the aggregate Exercise Price for such
Shares. If the vesting of this Option will accelerate pursuant to this Section 8, then the
Administrator shall cause written notice of the Change in Control transaction
to be given to the Optionee not less than fifteen (15) days prior to the anticipated effective
date of the proposed transaction.


 


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9. Rights as Stockholder. The Optionee (or transferee of this Option by will or by
the laws of descent and distribution) shall have no rights as a stockholder with respect to any
Shares covered by this Option until such person has duly exercised this Option, paid the Exercise
Price and become a holder of record of the Shares purchased.



10. “Market Stand-Off” Agreement. Optionee agrees that, if requested by the Company
or the managing underwriter of any proposed public offering of the Company’s securities, Optionee
will not sell or otherwise transfer or dispose of any Shares held by Optionee without the prior
written consent of the Company or such underwriter, as the case may be, during such period of time,
not to exceed 180 days following the effective date of the registration statement filed by the
Company with respect to such offering, as the Company or the underwriter may specify.



11. Interpretation. This Option is granted pursuant to the terms of the Plan, and
shall in all respects be interpreted in accordance therewith. The Administrator shall interpret
and construe this Option and the Plan, and any action, decision, interpretation or determination
made in good faith by the Administrator shall be final and binding on the Company and the Optionee.
As used in this Agreement, the term “Administrator” shall refer to the committee of the Board of
Directors of the Company appointed to administer the Plan, and if no such committee has been
appointed, the term Administrator shall mean the Board of Directors.



12. Limitation of Liability for Nonissuance. During the term of the Plan, the Company
agrees at all times to reserve and keep available, and to use its reasonable best efforts to obtain
from any regulatory body having jurisdiction any requisite authority in order to issue and sell,
such number of shares of its Common Stock as shall be sufficient to satisfy its obligations
hereunder and the requirements of the Plan. Inability of the Company to obtain, from any
regulatory body having jurisdiction, authority deemed by the Company’s counsel to be necessary for
the lawful issuance and sale of any shares of its Common Stock hereunder and under the Plan shall
relieve the Company of any liability in respect of the nonissuance or sale of such shares as to
which such requisite authority shall not have been obtained.



13. Notices. Any notice, demand or request required or permitted to be given under
this Agreement shall be in writing and shall be deemed given when delivered personally or three (3)
days after being deposited in the United States mail, as certified or registered mail, with postage
prepaid, (or by such other method as the Administrator may from time to time deem appropriate), and
addressed, if to the Company, at its principal place of business, Attention: the Chief Financial
Officer, and if to the Optionee, at his or her most recent address as shown in the employment or
stock records of the Company.



14. Severability. Should any provision or portion of this Agreement be held to be
unenforceable or invalid for any reason, the remaining provisions and portions of this Agreement
shall be unaffected by such holding.


 


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15. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall be deemed one instrument.



16. Tax Consequences and Reporting Obligation Upon Sale of Shares. If this Option is
an “incentive stock option,” the tax benefits afforded to incentive stock options will be obtained
by the Optionee only if the Shares received upon exercise of this Option are held for at least one
year after the date of exercise of this Option and two years after the date this Option was granted
to the Optionee. If the Optionee sells or otherwise transfers the Shares before the expiration of
either of these one- or two-year periods, the sale or transfer will be treated for tax purposes as
a “disqualifying disposition,” resulting in the following tax consequences: (a) the Optionee will
not obtain the tax benefits afforded to incentive stock options, (b) the “spread” as of the date of
exercise will be taxed to the Optionee at ordinary income tax rates, and (c) the amount of ordinary
income resulting from the disqualifying disposition will be included in the Optionee’s W-2. These
tax consequences are described in more detail in the prospectus that relates to the Plan, a copy of
which was delivered to the Optionee with this Option. To assure that the Company has the
information necessary to comply with its tax reporting obligations, Optionee agrees to promptly
notify the Company if any Shares are sold or transferred less than one year after the date of
exercise or less than two years after the date this Option was granted, and report information
regarding the disqualifying disposition in accordance with procedures established by the Company
for this purpose.


 


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 	 	 
	ONCOGENEX PHARMACEUTICALS, INC.	 	OPTIONEE	 	 
	a Delaware corporation	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(Type or print name)	 	 
	 
	 	 	 	 	 	 	 	 
	Its:

	 	 	 	 	 	Address:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 







 


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