exv10w7






Exhibit 10.7




OPTION GRANT NOTICE AND AGREEMENT




     Clovis Oncology, Inc. (the “Company”), pursuant to its 2011 Stock Incentive Plan (the
“Plan”), hereby grants to the Holder the number of Options set forth below, each Option
representing the right to purchase one share of Stock at the applicable Exercise Price (set forth
below). The Options are subject to all of the terms and conditions set forth in this Option Grant
Notice and Agreement (this “Agreement”) as well as all of the terms and conditions of the
Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise
defined herein shall have the same meaning as set forth in the Plan.



	 	 	 

	Holder:

	 	______________
	 
	 	 
	Date of Grant:

	 	______________
	 
	 	 
	Vesting Commencement Date

	 	______________
	 
	 	 
	Number of Options:

	 	______________
	 
	 	 
	Exercise Price:

	 	$_____________
	 
	 	 
	Expiration Date:

	 	______________
	 
	 	 
	Type of Option:

	 	[Nonqualified Stock Option] [Incentive Stock Option]
	 
	 	 
	Vesting Schedule:

	 	[Insert vesting schedule]
	 

	 	Notwithstanding the foregoing, in the event that the Holder’s
employment or service with the Service Recipient is terminated by the
Service Recipient without Misconduct [or resigns for Good Reason (as
defined in that certain Employment Agreement by and between the
Holder and the Company, dated as of [•], 20[•])] within twelve (12)
months following a Change in Control of the Company, all of the
Holder’s unvested Options shall vest in full upon such Termination.
	 
	 	 
	Exercise of Options:

	 	To exercise a vested Option, the Holder (or his or her authorized
representative) must give written notice to the Company, using the form of Option Exercise
Notice attached hereto as Exhibit A, stating the number of Options which he or she
intends to exercise. The Company will issue the shares of Stock with respect to which the
Options are exercised upon payment of the shares of Stock acquired in accordance with Section
5(d) of the Plan, which Section 5(d) is incorporated herein by reference and made a part
hereof; provided, however, that if the Holder wishes to use any
method of exercise other than in immediately available funds in






 









 






	 	 	 

	 

	 	United States dollars, or by certified or bank cashier’s check, the
Holder shall have received the prior written approval of the
Committee or its designee approving such method of exercise.
	 
	 	 
	 

	 	Upon exercise of Options, the Holder will be required to satisfy
applicable withholding tax obligations as provided in Section 18 of
the Plan.
	 
	 	 
	Termination:

	 	Section 5(f) of the Plan regarding treatment of Options upon Termination is incorporated herein by reference
and made a part hereof.
	 
	 	 
	Additional Terms:

	 	Options shall be subject to the following additional terms:







	 	•	 	Options shall be exercisable in whole shares of Stock only.
	 
	 	•	 	Each Option shall cease to be exercisable as to any share of
Stock when the Holder purchases the share of Stock or when the
Option otherwise expires or is forfeited.
	 
	 	•	 	Any certificates representing the Stock delivered to the
Holder shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which such shares
are listed, and any applicable federal or state laws, and the
Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions
as the Committee deems appropriate.
	 
	 	•	 	This Option Agreement does not confer upon the Holder any
right to continue as an employee or service provider of the
Employer or any other member of the Company Group.
	 
	 	•	 	This Option Agreement shall be construed and interpreted in
accordance with the laws of the State of Colorado, without
regard to the principles of conflicts of law thereof.
	 
	 	•	 	The Holder agrees that the Company may deliver by email all
documents relating to the Plan or these Options (including,
without limitation, a copy of the Plan) and all other documents
that the Company is required to deliver to its security holders
(including, without limitation, disclosures that may be required
by the Securities and Exchange Commission). The Holder also
agrees that the
Company may deliver these documents by posting them on a
website maintained by the Company or by a third party under
contract with the Company. If the Company posts 




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	 	 	 	these documents on a website, it shall notify the Holder by email
or such other reasonable manner as then determined by the
Company.





* * *



THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT
OF OPTIONS UNDER THIS AGREEMENT, AGREES TO BE BOUND BY THE TERMS OF BOTH THE AGREEMENT AND THE
PLAN.




	 	 	 	 	 	 	 	 	 

	CLOVIS ONCOLOGY, INC.	 	 	 	HOLDER
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Signature
	 	 	 	 	 	Signature
	Title:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 










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__________ __, 20__




Clovis Oncology, Inc.

[Address]

Attn: [____________]



Re: Notice of Exercise





	1.	 	By delivery of this Notice of Exercise, I am irrevocably electing to exercise options to
purchase shares of Common Stock, par value $___ per share (“Shares”) of Clovis Oncology, Inc.
(the “Company”) granted to me under the Company’s Stock Incentive Plan (the “Plan”).






	2.	 	The number of Shares I wish to purchase by exercising my options is ________.






	3.	 	The applicable purchase price (or exercise price) is $____ per Share, resulting in an
aggregate purchase price of $________ (the “Aggregate Purchase Price”).






	4.	 	I am satisfying my obligation to pay the Aggregate Purchase Price by:






	 	o	 	Delivering to the Company, with this Notice of Exercise, an amount equal to the
Aggregate Purchase Price in immediately available United States dollars, or by certified or
bank cashier’s check.
	 
	 	o	 	Authorizing the Company, through this Notice of Exercise, to effectuate a “net
exercise,” pursuant to which I will receive the number of Shares exercised (as set forth in
paragraph 2 above), reduced by the number of Shares equal to the Aggregate Purchase Price
divided by the fair market value per Share on the date of exercise. I have
attached to this Notice of Exercise the written communication confirming the consent of the
Committee to my use of the net exercise procedure described herein.






	5.	 	To satisfy the applicable withholding taxes:






	 	o	 	I have enclosed an amount equal to the applicable withholding taxes in immediately
available United States dollars, or by certified or bank cashier’s check.
	 
	 	o	 	I elect to have such amount satisfied by the use of Shares such that the number of
Shares I receive upon exercise will be reduced (or further reduced if net exercise was
chosen above) by a number of Shares with an aggregate fair market value on the date of
exercise equal to any federal, state or local income or other taxes required by law to be
withheld by the Company. I have attached to this Notice of Exercise the written
communication confirming the consent of the Committee to my use of the withholding tax
procedure described herein.






	6.	 	I hereby agree to be bound by all of the terms and conditions set forth in the Plan and any
award agreement to which the options were granted under. If I am not the person to whom




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	 	 	the options were granted by the Company, proof of my right to purchase the Shares of the Company
is enclosed.






	7.	 	I have been advised to consult with any legal, tax or financial advisors I have chosen in
connection with the purchase of the Shares.





	 	 	 	 	 	 	 

	Dated: _______________
	 
	 	 	 	 	 	 
	*
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	(Optionee’s signature)	 	 	 	(Additional signature, if necessary)
	 
	 	 	 	 	 	 
	 	 	 	 	 
	(Print name)	 	 	 	(Print name)
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	(Full address)	 	 	 	(Full address)








 




			
	*	 	Each person in whose name Shares are to be registered must sign this Notice of Exercise. (If
more than one name is listed, specify whether the owners will hold the Shares as community property
or as joint tenants with the right of survivorship).






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