exv4w5






Exhibit 4.5




ONCOTHYREON INC.




2010 EMPLOYEE STOCK PURCHASE PLAN



SUBSCRIPTION AGREEMENT



	 	 	 	 	 

	 

	 	Original Application
	 	Enrollment Date:                                        
	 


	 	 Change
in Payroll Deduction Rate	 	 
	 


	 	 Change
of Beneficiary(ies)	 	 
	 


	 	 	 	 






     Unless otherwise defined herein, the terms defined in the Oncothyreon Inc. 2010 Employee Stock
Purchase Plan (the “Plan”) shall have the same defined meanings in this Subscription
Agreement.



     1.                      hereby elects to participate in the Plan and subscribes to purchase
shares of the Common Stock of the Company in accordance with this Subscription Agreement and the
Plan.



     2. I hereby authorize payroll deductions from each paycheck in the amount of ___% of my
Compensation on each payday (from zero (0) to fifteen percent (15%)) during the Offering Period in
accordance with the Plan. (Please note that no fractional percentages are permitted.)



     3. I understand that said payroll deductions will be accumulated for the purchase of shares of
Common Stock at the applicable Purchase Price determined in accordance with the Plan. I understand
that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used
to automatically exercise my option and purchase Common Stock under the Plan.



     4. I have received a copy of the complete Plan and its accompanying prospectus. I understand
that my participation in the Plan is in all respects subject to the terms of the Plan.



     5. Shares of Common Stock purchased for me under the Plan should be issued in the name(s) of
(Eligible Employee or Eligible Employee and spouse only).



     6. I understand that if I dispose of any shares received by me pursuant to the Employee Stock
Purchase Plan within two (2) years after the Offering Date (the first day of the Offering Period
during which I purchased such shares) or one (1) year after the Exercise Date, I will be treated
for federal income tax purposes as having received ordinary income at the time of such disposition
in an amount equal to the excess of the fair market value of the shares at the time such shares
were purchased by me over the price which I paid for the shares. I hereby agree to notify the
Company in writing within thirty (30) days after the date of any disposition of my shares and I
will make adequate provision for federal, state or other tax withholding obligations, if any, which
arise upon the disposition of the Common Stock. The Company may, but will not be obligated to,
withhold from my compensation the amount necessary to meet any applicable withholding obligation
including any withholding necessary to make available to the Company any tax deductions or benefits
attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at
any time after the expiration of the two (2)-year and one (1)-year holding periods, I understand



 









 




that I will be treated for federal income tax purposes as having received income only at the
time of such disposition, and that such income will be taxed as ordinary income only to the extent
of an amount equal to the lesser of (a) the excess of the fair market value of the shares at the
time of such disposition over the purchase price which I paid for the shares, or (b) fifteen
percent (15%) of the fair market value of the shares on the first day of the Offering Period. The
remainder of the gain, if any, recognized on such disposition will be taxed as capital gain.




     7. I hereby agree to be bound by the terms of the Plan. The effectiveness of this
Subscription Agreement is dependent upon my eligibility to participate in the Plan.



     8. In the event of my death, I hereby designate the following as my beneficiary(ies) to
receive all payments and shares due me under the Plan:



	 	 	 	 	 	 	 

	NAME: (please print)	 	 	 	 	 	 
	 	 
	 
	 	First
	 	Middle
	 	Last






	 	 	 

	 

	 	 
	Relationship
	 	 
	 
	 	 
	 

	 	 
	Percentage Benefit
	 	 
	 
	 	 
	 

	 	 
	 

	 	Address






	 	 	 	 	 	 	 

	NAME: (please print)	 	 	 	 	 	 
	 	 
	 
	 	First
	 	Middle
	 	Last






	 	 	 

	 

	 	 
	Relationship
	 	 
	 
	 	 
	 

	 	 
	Percentage Benefit
	 	 
	 
	 	 
	 

	 	 
	 

	 	Address






 









 






	 	 	 

	Employee’s Social
	 	 
	Security Number:
	 	 
	 

	 	 
	 
	 	 
	Employee’s Address:
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 





     I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT WILL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE
OFFERING PERIODS UNLESS TERMINATED BY ME.



	 	 	 	 	 

	Dated:
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Signature of Employee
	 
	 	 	 	 
	Dated:
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Spouse’s Signature (If beneficiary other than
spouse)










 









 








ONCOTHYREON INC.




2010 EMPLOYEE STOCK PURCHASE PLAN



NOTICE OF WITHDRAWAL



     The undersigned participant in the Offering Period of the Oncothyreon Inc. 2010 Employee Stock
Purchase Plan that began on                     , ___(the “Enrollment Date”) hereby notifies
the Company that he or she hereby withdraws from the Offering Period. He or she hereby directs the
Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to
his or her account with respect to such Offering Period. The undersigned understands and agrees
that his or her option for such Offering Period will be automatically terminated. The undersigned
understands further that no further payroll deductions will be made for the purchase of shares in
the current Offering Period and the undersigned will be eligible to participate in succeeding
Offering Periods only by delivering to the Company a new Subscription Agreement.



	 	 	 	 	 

	 	 	Name and Address of Participant:
	 
	 	 	 	 
	 
	 	 
	 	 	 
	 
	 	 	 	 
	 
	 	 
	 	 	 
	 
	 	 	 	 
	 
	 	 
	 	 	 
	 
	 	 	Signature:
	 
	 	 	 	 
	 
	 	 
	 	 	 
	 

	 	Date: