EXHIBIT 10.34




 





STOCK OPTION AGREEMENT


 


ARNO THERAPEUTICS, INC.


2005 STOCK OPTION PLAN 


 


THIS STOCK OPTION AGREEMENT
(this “Agreement”) is made effective as of ___________, by and between Arno Therapeutics, Inc., a Delaware
corporation (the “Company”), and ________________ (“Participant”).


 


W I T N E S S E T H:


 


WHEREAS, [Participant
has either been hired to serve as an employee of the Company or the Company desires to induce Participant to continue to serve
the Company as an employee] [on the date hereof, Participant serves as a director of the Company and the Company desires to induce
Participant to continue to serve the Company as a director];


 


WHEREAS, the Company
wishes to grant a nonqualified stock option to Participant to purchase shares of the Company’s Common Stock pursuant to the
Company’s 2005 Stock Option Plan, as amended (the “Plan”); and


 


WHEREAS, the Committee,
or its duly authorized designee, has authorized the grant of a nonqualified stock option to Participant and has determined that,
as of the effective date of this Agreement, the fair market value of the Company’s Common Stock is $______ per share.


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:


 


1.                    
Grant of Option. The Company
hereby grants to Participant on the date set forth above (the “Date of Grant”), the right and option (the “Option”)
to purchase all or portions of an aggregate of __________ shares of Common Stock (the “Option Shares”)
at a per share price of $_______ on the terms and conditions set forth herein, and subject to adjustment pursuant to Section
11.6 of the Plan. This Option is a nonqualified stock option and will not be treated as an incentive stock option, as defined
under Section 422, or any successor provision, of the Internal Revenue Code of 1986, as amended (the “Code”),
and the regulations thereunder.


 


2.                    
Duration and Exercisability; Vesting.


 


(a)                 
General. This Option shall be exercisable only to the extent vested. To the extent vested, the term during
which this Option may be exercised shall terminate on _____________, except as otherwise provided in this Section
2. [INSERT VESTING SCHEDULE] If Participant does not purchase upon an exercise of this Option the full number of Option
Shares which Participant is then entitled to purchase, Participant may purchase upon any subsequent exercise prior to this Option’s
termination such previously unpurchased Option Shares in addition to those Participant is otherwise entitled to purchase.


 


(b)                 
Termination of Relationship (other than Disability or Death). If Participant ceases to be an employee
of the Company or any Subsidiary for any reason other than disability or death, this Option shall terminate on the earlier of (i)
the close of business on the three-month anniversary of the date of termination of Participant’s relationship, and (ii) the
expiration date of this Option stated in Paragraph 2(a) above. In such period following such termination of Participant’s
relationship, this Option shall be exercisable only to the extent the Option was exercisable on the vesting date immediately preceding
the date on which Participant’s relationship with the Company or Subsidiary has terminated, but had not previously been exercised.
To the extent this Option was not exercisable upon the termination of such relationship, or if Participant does not exercise the
Option within the time specified in this Paragraph 2(b), all rights of Participant under this Option shall be forfeited.


 






    	 



    	 



    

 


(c)                  
Disability. If Participant ceases to be an employee of the Company or any Subsidiary because of disability
(as defined in Code Section 22(e), or any successor provision), this Option shall terminate on the earlier of (i) the close of
business on the twelve-month anniversary of the date of termination of Participant’s relationship, and (ii) the expiration
date of this Option stated in Paragraph 2(a) above. In such period following such termination of Participant’s relationship,
this Option shall be exercisable only to the extent the Option was exercisable on the vesting date immediately preceding the date
on which Participant’s relationship with the Company or Subsidiary has terminated, but had not previously been exercised.
To the extent this Option was not exercisable upon the termination of such relationship, or if Participant does not exercise the
Option within the time specified in this Paragraph 2(c), all rights of Participant under this Option shall be forfeited.


 


(d)                 
Death. In the event of Participant’s death, this Option shall terminate on the earlier of (i) the
close of business on the twelve-month anniversary of the date of Participant’s death, and (ii) the expiration date of this
Option stated in Paragraph 2(a) above. In such period following Participant’s death, this Option may be exercised by the
person or persons to whom Participant’s rights under this Option shall have passed by Participant’s will or by the
laws of descent and distribution only to the extent the Option was exercisable on the vesting date immediately preceding the date
of Participant’s death, but had not previously been exercised. To the extent this Option was not exercisable upon the date
of Participant’s death, or if such person or persons fail to exercise this Option within the time specified in this Paragraph
2(d), all rights under this Option shall be forfeited.


 


 3.                    
Manner of Exercise. 


 


(a)                 
General. The Option may be exercised only by Participant (or other proper party in the event of death
or incapacity), subject to the conditions of the Plan and subject to such other administrative rules as the Committee may deem
advisable, by delivering within the option period written notice of exercise to the Company at its principal office. The notice
shall state the number of Option Shares as to which the Option is being exercised and shall be accompanied by payment in full of
the option price for all Option Shares designated in the notice. The exercise of the Option shall be deemed effective upon receipt
of such notice by the Company and upon payment that complies with the terms of the Plan and this Agreement. The Option may be exercised
with respect to any number or all of the Option Shares as to which it can then be so exercised and, if partially exercised, may
be exercised as to the unexercised Option Shares any number of times during the option period as provided herein.


 


(b)              
Form of Payment. Subject to the approval of the Committee, payment of the option price by Participant
shall be in the form of cash, personal check or certified check, or any combination thereof.


 


(c)                  
Stock Transfer Records. As soon as practicable after the effective exercise of all or any part of the
Option, Participant shall be recorded on the stock transfer books of the Company as the owner of the Option Shares purchased, and
the Company shall deliver to Participant one or more duly issued stock certificates evidencing such ownership. All requisite original
issue or transfer documentary stamp taxes shall be paid by the Company.


 






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4.                    
Miscellaneous. 


 


(a)                 
Employment or Other Relationship; Rights as Shareholder. This Agreement shall not confer on Participant
any right with respect to the continuance of employment or any other relationship with the Company or any of its Subsidiaries,
nor will it interfere in any way with the right of the Company to terminate such employment or relationship. Participant shall
have no rights as a shareholder with respect to the Option Shares until such Option Shares have been issued to Participant upon
exercise of this Option. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other
property), distributions or other rights for which the record date is prior to the date such Option Shares are issued, except as
provided in Section 11.6 of the Plan.


 


(b)                 
Securities Law Compliance. Participant agrees that, until such time that the Option Shares are registered
and freely tradable under applicable state and federal securities laws, all Option Shares issued to Participant upon exercise of
this Option shall be held for Participant’s own account without a view to any further distribution thereof, that the certificates
for such Option Shares shall bear an appropriate legend to that effect and that such Option Shares will be not transferred or disposed
of except in compliance with applicable state and federal securities laws.


 


(c)                  
Mergers, Recapitalizations, Stock Splits, Etc. Except as otherwise specifically provided in any employment,
change of control, severance or similar agreement executed by the Participant and the Company, pursuant and subject to Section
11.6 of the Plan, certain changes in the number or character of the Common Stock of the Company (through sale, merger, consolidation,
exchange, reorganization, divestiture (including a spin-off), liquidation, recapitalization, stock split, stock dividend or otherwise)
shall result in an adjustment, reduction or enlargement, as appropriate, in Participant’s rights with respect to any unexercised
portion of the Option (i.e., Participant shall have such “anti-dilution” rights under the Option with respect
to such events, but shall not have “preemptive” rights).


 


(d)                 
Shares Reserved. The Company shall at all times during the option period reserve and keep available such
number of shares as will be sufficient to satisfy the requirements of this Agreement.


 


(e)                  
Withholding Taxes. To permit the Company to comply with all applicable federal and state
income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that, if necessary, all applicable
federal and state payroll, income or other taxes are withheld from any amounts payable by the Company to Participant. If the Company
is unable to withhold such federal and state taxes, for whatever reason, Participant hereby agrees to pay to the Company an amount
equal to the amount the Company would otherwise be required to withhold under federal or state law. Subject to such rules as the
Committee may adopt, the Committee may, in its sole discretion, permit Participant to satisfy such withholding tax obligations,
in whole or in part (i) by delivering shares of Common Stock, or (ii) by electing to have the Company withhold shares of Common
Stock otherwise issuable to Participant, in either case having a Fair Market Value, as of the date the amount of tax to be withheld
is determined under applicable tax law, equal to the minimum amount required to be withheld for tax purposes. Participant’s
request to deliver shares or to have shares withheld for purposes of such withholding tax obligations shall be made on or before
the date that triggers such obligations or, if later, the date that the amount of tax to be withheld is determined under applicable
tax law. Participant’s request shall be approved by the Committee and otherwise comply with such rules as the Committee may
adopt to assure compliance with Rule 16b-3 or any successor provision, as then in effect, of the General Rules and Regulations
under the Securities and Exchange Act of 1934, if applicable.


 


(f)                   
Nontransferability. Except as otherwise provided in the Plan, during the lifetime of Participant, the
Option shall be exercisable only by Participant or by the Participant’s guardian or other legal representative, and shall
not be assignable or transferable by Participant, in whole or in part, other than by will or by the laws of descent and distribution.


 






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(g)                 
2005 Stock Option Plan. The Option evidenced by this Agreement is granted pursuant to the Plan, a copy
of which Plan has been made available to Participant and is hereby incorporated into this Agreement. This Agreement is subject
to and in all respects limited and conditioned as provided in the Plan. All defined terms of the Plan shall have the same meaning
when used in this Agreement. The Plan governs this Option and, in the event of any questions as to the construction of this Agreement
or in the event of a conflict between the Plan and this Agreement, the Plan shall govern, except as otherwise provided herein or
in the Plan.


 


(h)                 
Lockup Period Limitation. Participant agrees that in the event the Company advises Participant that it
plans an underwritten public offering of its Common Stock in compliance with the Securities Act of 1933, as amended (the “Securities
Act”), and that the underwriter(s) seek to impose restrictions under which certain shareholders may not sell or contract
to sell or grant any option to buy or otherwise dispose of part or all of their stock purchase rights of the underlying Common
Stock, Participant hereby agrees that for a period not to exceed 180 days from the prospectus, Participant will not sell or contract
to sell or grant an option to buy or otherwise dispose of this Option or any of the underlying Option Shares without the prior
written consent of the underwriter(s) or its representative(s).


 


(i)                   
Blue Sky Limitation. Notwithstanding anything in this Agreement to the contrary, in the event the Company
makes any public offering of its securities and it is determined that it is necessary to reduce the number of issued but unexercised
stock purchase rights so as to comply with any state securities or Blue Sky law limitations with respect thereto, and such determination
is affirmed by the Board of Directors, unless the Board of Directors determines otherwise, (i) the exercisability of this Option
and the date on which this Option must be exercised shall be accelerated, provided that the Company agrees to give Participant
15 days’ prior written notice of such acceleration, and (ii) any portion of this Option or any other option granted to Participant
pursuant to the Plan which is not exercised prior to or contemporaneously with such public offering shall be canceled.


 


(j)                   
Accounting Compliance. Participant agrees that if a transaction subject to Rule 145 of the Securities
Act occurs, and Participant is an “affiliate” of the Company or any its affiliates (as defined in applicable legal
and accounting principles) at the time of such transaction, Participant will comply with all requirements of Rule 145 and the requirements
of such other legal or accounting principles, and will execute any documents necessary to ensure such compliance.


 


(k)                 
Stock Legend. The Committee may require that the certificates for any Option Shares purchased by Participant
(or, in the case of death, Participant’s successors) shall bear an appropriate legend to reflect the restrictions of Paragraph
4(b) and Paragraphs 4(g) through 4(i) of this Agreement; provided, however, that failure to so endorse any of such certificates
shall not render invalid or inapplicable Paragraph 4(b) or Paragraphs 4(g) through 4(i).


 


(l)                   
Scope of Agreement. This Agreement shall bind and inure to the benefit of the Company and its successors
and assigns and Participant and any permitted successor or successors of Participant.


 


(m)               
Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with,
the laws of the State of Delaware, without giving effect to its principles of conflicts of law.


 






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(n)                 
Participant’s Representations. The Participant hereby represents and warrants that the Participant
has reviewed with her own tax advisors the federal, state, and local tax consequences of the transactions contemplated by this
Agreement. The Participant is relying solely on such advisors and not on any statements or representation of the Company or any
of its agents. The Participant understands that she will be solely responsible for any tax liability that may result to her as
a result of the transactions contemplated by this Agreement.


 


(o)                 
Notices. All notices and other communications provided in this Agreement will be in writing and will be
deemed to have been duly given when received by the party to whom it is directed at the following addresses:


 


	 	
        If to the Company:

         

        Arno Therapeutics, Inc.

        200 Route 31 North, Suite 104

        Flemington, NJ 08822

        Attn: Secretary
	
        If to the Participant:

         

         



 


 


5.                       
Change of Control. Notwithstanding
anything in the Plan or this Agreement to the contrary, this Option shall become fully vested and exercisable upon a Change of
Control, as such term is defined in the Plan.


 


[Signature
page follows]




 


 



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ACCORDINGLY, the parties
hereto have caused this Agreement to be executed on the day and year first above written.


 


 





	 	PARTICIPANT:	 
	 	 	 	 
	 	 	 	 
	 	 	 
	 	Name: 	 	 
	 	 	 	 
	 	 	 	 
	 	ARNO THERAPEUTICS, INC.	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name: 	 	 
	 	Its:	 	 







 


 


 


 



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