EX-10.19



 





Exhibit
10.19








BIODEL INC.




2004 STOCK INCENTIVE PLAN




STOCK OPTION AWARD




     This Stock Option Award (“Award”) is made as of the Date of Grant indicated below by Biodel
Inc., a Delaware corporation (the “Company”), for the benefit of the person named below as Grantee.



     WHEREAS, Grantee is a director, employee or consultant of the Company and/or one or more of
its affiliates; and



     WHEREAS, pursuant to the Company’s 2004 Stock Awards Plan (the “Plan”), the Board of Directors
of the Company (the “Board”) or the Committee thereof appointed by the Board to administer the Plan
(the “Committee”) has approved the grant to Grantee of an option to purchase shares of the Common
Stock, par value $.01 per share, of the Company (the “Common Stock”), on the terms and conditions
set forth herein;



     NOW, THEREFORE, in consideration of the foregoing recitals and the covenants set forth herein,
the Company hereby agrees, and by accepting this Award the Grantee agrees, as follows:



     1. Grant of Option; Certain Terms and Conditions. The Company hereby grants to
Grantee, as of the Date of Grant indicated below, an option to purchase all or any portion of the
number of shares of Common Stock indicated below (the “Option Shares”) as to which the Option has
become exercisable at the Exercise Price per share indicated below, which option shall expire at
5:00 o’clock p.m., New York time, on the Expiration Date indicated below and shall be subject to
all of the terms and conditions set forth in this Award (the “Option”). Subject to the provisions
of Section 14, on each anniversary of the Vesting Determination Date, the Option shall become
exercisable to purchase that number of Option Shares (rounded to the nearest whole share) equal to
the total number of Option Shares multiplied by the Annual Vesting Rate indicated below.



Grantee:




Date of Grant:




Vesting Determination Date:




Number of Shares Purchasable:




Exercise Price per Share:




Expiration Date:




Annual Vesting Rate:



The Option is intended to qualify as an incentive stock option under Section 422 of the Internal
Revenue Code.




 









 








2. Termination of Option.




     (a) Termination of Employment or Arrangement.



          (i) Retirement. If Grantee shall cease to be a director, employee or consultant of the
Company or any of its affiliates (as defined in the Plan) (whichever such status Grantee held on
the Date of Grant), as determined by the Board or the Committee (such event shall be referred to
herein as the “Termination” of Grantee’s “Employment”) by reason of Grantee’s retirement in
accordance with the Company’s or any applicable employer’s then-current retirement policy
(“Retirement”), then (A) the Option shall terminate on the earlier of the Expiration Date or the
date of such Retirement as to the number of Option Shares for which it has not then become
exercisable and (B) the Option shall terminate as to the number of Option Shares for which it has
then become exercisable upon the earlier of the Expiration Date or three months (one month if the
Grantee is a non-employee director) after the date of such Retirement. If Grantee is both an
employee and a director or consultant, “Termination of Grantee’s Employment” shall refer to
termination of his or her status as an employee. The date of Grantee’s Retirement shall be the date
Grantee ceases to provide services to the Company regardless of whether Grantee continues on the
Company’s payroll for some time thereafter.




          (ii) Death or Permanent Disability. If Grantee’s Employment is Terminated by reason of
the death or Permanent Disability (as hereinafter defined) of Grantee, then (A) the Option shall
terminate on the earlier of the Expiration Date or the date of such Termination as to the number of
Option Shares for which it has not then become exercisable and (B) the Option shall terminate as to
the number of Option Shares for which it has then become exercisable upon the earlier of the
Expiration Date or the first anniversary of the date of such Termination of Employment. “Permanent
Disability” shall mean the inability to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous period of not less than 12 months.
Grantee shall not be deemed to have a Permanent Disability until proof of the existence thereof
shall have been furnished to the Board in such form and manner, and at such times, as the Board may
require. Any determination by the Board that Grantee does or does not have a Permanent Disability
shall be final and binding upon the Company and Grantee.




          (iii) Other Termination. If Grantee’s Employment is Terminated for no reason, or for
any reason other than Retirement, death or Permanent Disability, then (A) the Option shall
terminate on the earlier of the date of the Expiration Date or the date of such Termination as to
the number of Option Shares for which it has not then become exercisable and (B) the Option shall
terminate as to the number of Option Shares for which it has then become exercisable upon the
earlier of the Expiration Date or three months (one month if the Grantee is a non-employee
director) after the date of such Termination of Employment, which Termination date shall be the
date Grantee ceases to provide services to the Company regardless of whether Grantee continues on
the Company’s payroll for some time thereafter.




     (b) Death Following Certain Terminations of Employment. Notwithstanding anything to
the contrary in this Award, if Grantee shall die at any time after the Termination of his or her
Employment and prior to the earlier of the Expiration Date or the date the Option would terminate
as to Option Shares for which it is then exercisable pursuant to clauses (a)(i) or (iii) above,
then, notwithstanding clauses (a)(i) or (iii) above, to the extent that the Option was exercisable
on the date of such death the Option shall terminate on the earlier of the Expiration Date or the
first anniversary of the date of such death.



     (c) Other Events Causing Termination of Option. Notwithstanding anything to the
contrary in this Award, the Option shall terminate upon the consummation of any of the following
events:



          (i) the dissolution or liquidation of the Company; or




          (ii) a reorganization, merger or consolidation of the Company as a result of which the
outstanding securities of the class then subject to the Option are exchanged for or converted into
cash, property and/or securities not issued by the Company unless provision is made in writing in
connection with any such transaction for the assumption of the Option or the substitution for the
Option of a new option covering the securities of a successor entity, or a parent or subsidiary
thereof, or of the Company, with appropriate adjustments






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as to the number and kind of shares and prices; or




          (iii) a sale of substantially all of the property and assets of the Company.




     3. Adjustments; Acceleration Upon a Change in Control.



     (a) Adjustments. In the event that the outstanding securities of the class then
subject to the Option are increased, decreased or exchanged for or converted into a different
number or kind of shares or securities of the Company as a result of a reorganization, merger,
consolidation, recapitalization, combination, reclassification, stock dividend, stock split,
reverse stock split or the like, then, unless such event shall cause the Option to terminate
pursuant to Section 2(c) hereof or the terms of such transaction shall provide otherwise, the Board
or the Committee may make appropriate and proportionate adjustments in the number and type of
shares or other securities of the Company that may thereafter be acquired upon the exercise of the
Option; provided, however, that any such adjustments in the Option shall be made without changing
the aggregate Exercise Price of the then unexercised portion of the Option.



     (b) Acceleration Upon a Change in Control. Notwithstanding any contrary waiting period
or installment period in this Award, the Option shall become exercisable in full for the aggregate
number of Option Shares covered hereby, or shall vest unconditionally, in the event of (i) the
acquisition by any single entity or group of at least fifty percent (50%) of the outstanding voting
securities of the Company or (ii) a sale of all or substantially all of the assets of the Company
to another person or entity other than an affiliate of the Company, or a reorganization, merger,
business combination or consolidation of the Company as a result of which at least fifty percent
(50%) of the voting securities of the Company or its successor are held, directly or indirectly, by
persons or entities who did not hold at least fifty percent (50%) of the voting securities of the
Company immediately prior to such transaction. For purposes of (i) above, “group” shall have the
meaning set forth in Rule 13d-5 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934 (the “Exchange Act”), and shall include as to each person, entity or group,
each “affiliate” of that person, entity or group, as that term is defined in Rule 12b-2 of the
Securities and Exchange Commission under the Exchange Act. The terms “person,” “entity” and “group”
as used in (i) above shall not include the Company or any of its subsidiaries, any employee benefit
plan of the Company or any of its subsidiaries, any entity holding voting securities of the Company
for or pursuant to the terms of any such plan or any person, entity or group succeeding to the
ownership of all or any portion of the shares presently owned beneficially by Solomon S. Steiner
who is his lawfully appointed executor, administrator, guardian or custodian, his spouse or any of
his issue, any trust, partnership, corporation or entity in which any of the foregoing have
(individually or in the aggregate) more than fifty percent (50%) of the beneficial interest or any
charitable foundation established by Dr. Steiner or any of the foregoing persons or entities.
Securities will be deemed to constitute fifty percent (50%) of the voting securities of
the Company or its successor if the holders thereof collectively have the power to elect at least
fifty percent (50%) of the directors or, if the successor is not a corporation, fifty percent (50%)
of the other analogous controlling persons. In order to permit the Grantee to receive the same
consideration as a result of such event as would the holder of the outstanding shares of Common
Stock of the Company, the Grantee will have the right to give notice of the exercise of the Option
in advance of the occurrence of the events described in (i) or (ii) above effective upon the
occurrence of such event, and any such exercise shall be deemed effective upon the occurrence of
the event and prior to any termination of the Award as a result of the event.



     4. Exercise. The Option shall be exercisable during Grantee’s lifetime only by Grantee
or by his or her guardian or legal representative, and after Grantee’s death only by the person or
entity entitled to do so under Grantee’s last will and testament or applicable intestate law. The
Option may not be exercised with respect to any fractional share; cash shall be paid in lieu of
fractional shares. The Option may only be exercised by the delivery to the Company of a written
notice of such exercise, which notice
shall be in a form reasonably satisfactory to the Company and shall specify the number of Option
Shares to be purchased (the “Purchased Shares”) and the aggregate Exercise Price for such shares
(the “Exercise Notice”). By delivering the Exercise Notice, the Grantee shall be deemed to have
agreed to pay or cause to be paid, and shall so pay or cause to be paid, in full such aggregate
Exercise Price within five (5) business days of receipt by the Company of the Exercise Notice. Such
payment shall be in cash or by wire transfer or check payable to the Company; provided, however,
that payment of such aggregate Exercise Price may instead be made, in whole or in part, by the
delivery to the Company concurrently with the Exercise Notice of a certificate or certificates
representing shares of Common Stock of the



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Company duly endorsed or accompanied by duly executed
stock powers, which delivery effectively transfers to the Company good and valid title to such
shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to
be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise),
provided that the Company is not then prohibited from purchasing or acquiring such shares of
capital stock of the Company, or the Grantee is not then prohibited from selling or transferring
such shares of capital stock of the Company, by law or any judgment, decree, order or agreement to
which it, he or she is subject or by which it, he or she is bound. As promptly as practicable
following the receipt of an Exercise Notice hereunder, the Company shall issue a stock certificate
registered in the name of the Grantee or his or her designee, representing the number of Purchased
Shares issued to the Grantee upon exercise of the Option.




     5. Payment of Withholding Taxes. If the Company becomes obligated to withhold an
amount on account of any tax imposed as a result of the exercise of the Option, including, without
limitation, any federal, state, local or other income tax, or any F.I.C.A., state disability
insurance tax or other employment tax, then, by exercising the Option Grantee shall be deemed to
have agreed to pay or cause to be paid, and shall pay or cause to be paid, such amount required to
be withheld in cash or by wire transfer or check, concurrently with paying the cash portion of the
Exercise Price. If the Grantee sells or otherwise transfers Option Shares before the expiration of
one year after the date of exercise of the Option or two years after the date of grant of the
Option, the Grantee will notify the Company in writing of the sale or transfer and provide to the
Company information as to the price at which the Option Shares were sold and such other information
as the Company may reasonably request.



     6. Notices. All notices and other communications required or permitted to be given
pursuant to this Award shall be in writing and shall be deemed given if delivered personally or
five days after mailing by certified or registered mail, postage prepaid, return receipt requested,
to the Company at 100 Saw Mill Road, Danbury, Connecticut 06810, Attention: Corporate Secretary, or
to Grantee at the residence address of Grantee set forth in the records of the Company, or at such
other addresses as they may designate by written notice in the manner aforesaid.



     7. Stock Exchange Requirements; Applicable Laws. Notwithstanding anything to the
contrary in this Award, no shares of stock purchased upon exercise of the Option, and no
certificate representing all or any part of such shares, shall be issued or delivered if (a) such
shares have not been admitted to listing upon official notice of issuance on each stock exchange
upon which shares of that class are then listed, (b) such shares have not been listed on any
automated quotation system (including the Nasdaq National Market and the Nasdaq Small Cap Market)
on which shares of that class are quoted or (c) in the opinion of counsel to the Company, such
issuance or delivery may cause the Company to be in violation of or to incur liability under any
federal, state or other securities law, or any requirement of any stock exchange listing agreement
to which the Company is a party, or any other requirement of law or of any administrative or
regulatory body having jurisdiction over the Company.



     8. Nontransferability. Neither the Option nor any interest therein may be sold,
assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner other than
by will or the laws of descent and distribution. By accepting the Option, the Grantee, for himself
or herself and his or her transferees by will or the laws of descent and distribution, acknowledges
that the shares subject to the Option have not been registered under the Securities Act of 1933
and, when issued, will constitute “restricted securities” within the meaning of Rule 144 of the
Securities and Exchange Commission under said Act. Optionee further acknowledges his or her
understanding that, as a result, such shares may not
be sold by him or her except in compliance with the registration requirements of said Act or an
exemption therefrom. The Company may, or may instruct its transfer agent to, restrict further
transfer of the shares in its records except upon receipt of satisfactory evidence that said
restrictions on transfer of the shares have been satisfied. Upon each exercise of any portion of
the Option, any certificate evidencing the shares purchased shall bear an appropriate legend on the
face thereof evidencing such restrictions, and the Company may require the person entitled to
exercise the Option to furnish evidence satisfactory to the Company, including a written and signed
representation, to the effect that the shares are being acquired subject to said restrictions.



     9. Plan. The Option is granted pursuant to the Plan, as in effect on the Date of
Grant, and is subject to all the terms and conditions of the Plan, as the same may be amended from
time to time; provided, however, that no such amendment shall deprive Grantee, without his or her
consent, of the Option or of any of Grantee’s rights under this Award. The interpretation and
construction by the Board or the Committee of the Plan, this



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Award, the Option and such rules and
regulations as may be adopted by the Board or the Committee for the purpose of administering the
Plan shall be final and binding upon Grantee. Until the Option shall expire, terminate or be
exercised in full, the Company shall, upon written request therefor, send a copy of the Plan, in
its then-current form, to Grantee or any other person or entity then entitled to exercise the
Option.




     10. Stockholder Rights. No person or entity shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of any shares issuable upon the exercise of the
Option until the Option shall have been duly exercised to purchase such Option Shares in accordance
with the provisions of this Award,



     11. Employment Rights. No provision of this Award or of the Option granted hereunder
shall (a) confer upon Grantee any right to continue in the employ of, or in its, his or her current
arrangement with, the Company or any of its affiliates, (b) affect the right of the Company and
each of its affiliates to terminate the employment of Grantee, or such arrangement, with or without
cause, or (c) confer upon Grantee any right to participate in any employee welfare or benefit plan
or other program of the Company or any of its affiliates other than the Plan. Grantee, if he or she
is an employee of the Company or any of its affiliates, hereby acknowledges and agrees that the
Company and each of its affiliates may terminate the employment of Grantee at any time and for any
reason, or for no reason, unless Grantee and the Company or such affiliate are parties to a written
employment agreement that expressly provides otherwise.



     12. Governing Law. This Award and the Option granted hereunder shall be governed by
and construed and enforced in accordance with the substantive laws of the State of New York
(excluding the provisions of such law relating to choice of law).



     13. Fair Market Value. The “Fair Market Value” of a share of Common Stock or of a
share of another class of capital stock of the Company shall be calculated pursuant to the Plan.



     14. Failure to Obtain Stockholder Approval. No Option Shares may be issued under this
Award until the Plan has been approved by a majority vote of the holders of the outstanding shares
of Common Stock of the Company at a meeting duly held or by written consent in accordance with the
laws of the State of Delaware. This Award shall be deemed rescinded if such stockholder approval is
not obtained within 12 months after the date upon which the Plan was approved by the Board of
Directors of the Company.



     IN WITNESS WHEREOF, the Company has duly executed this Award as of the Date of Grant.



	 	 	 	 	 	 	 	 	 	 	 
	BIODEL INC.	 	 	 	Received by Grantee:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Solomon S. Steiner, President
	 	 
	 	 	 	 

	 	 
	 

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 







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