Exhibit 10.55

 

THERAVANCE, INC. 2004 EQUITY INCENTIVE PLAN

 

NOTICE OF STOCK OPTION GRANT

 

You have been granted the following option to purchase shares of the Common Stock of Theravance, Inc. (the “Company”):

 

	
Name of Optionee:
    	
 
    	
«First» «Last»
    
	
 
    	
 
    	
 
    
	
ID Number:
    	
 
    	
«ID»
    
	
 
    	
 
    	
 
    
	
Total   Number of Shares:
    	
 
    	
«Shares»
    
	
 
    	
 
    	
 
    
	
Type   of Option:
    	
 
    	
Nonstatutory   Stock Option
    
	
 
    	
 
    	
 
    
	
Grant   Number:
    	
 
    	
«Number»
    
	
 
    	
 
    	
 
    
	
Exercise   Price Per Share:
    	
 
    	
«Price»
    
	
 
    	
 
    	
 
    
	
Date of Grant:
    	
 
    	
«Grant_Date»
    
	
 
    	
 
    	
 
    
	
Vesting Schedule:
    	
 
    	
«Vest_Sched»
    
	
 
    	
 
    	
 
    
	
Expiration   Date:
    	
 
    	
«Expiration_Date». This option expires   earlier if your Service terminates earlier, as described in the Stock Option   Agreement.
    


 

You and the Company agree that this option is granted under and governed by the terms and conditions of the Stock Option Agreement, which is attached to and made a part of this document, and the 2004 Equity Incentive Plan (the “Plan”).

 

You further agree that the Company may deliver by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web site, it will notify you by email.

 











 

THERAVANCE, INC. 2004 EQUITY INCENTIVE PLAN

 

STOCK OPTION AGREEMENT

 

	
Tax   Treatment
    	
 
    	
This   option is a nonstatutory stock option.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
This option becomes exercisable in installments, as shown in the   Notice of Stock Option Grant.

 

This option shall become exercisable in full if not assumed or   replaced with a new award in accordance with Section 10.1 of the Plan.   In addition, this option becomes exercisable in full if the Company is   subject to a “Change in Control” (as defined   in the Plan) before your Service terminates, and you are subject to an   Involuntary Termination (as defined below) within 24 months after the Change   in Control.

 

For purposes of this Agreement, “Cause” shall   mean (i) the unauthorized use or disclosure of the confidential   information or trade secrets of the Company, which use causes material harm   to the Company, (ii) conviction of a felony under the laws of the United   States or any state thereof, (iii) gross negligence or   (iv) repeated failure to perform lawful assigned duties for thirty days   after receiving written notification from the Board of Directors.

 

For purposes of this Agreement, “Involuntary Termination”   means the termination of your Service by reason of:

 

(a)    an involuntary dismissal   or discharge by the Company (or Parent, Subsidiary or Affiliate employing you)   for reasons other than for Cause; or

 

(b)   your voluntary resignation   following one of the following that is effected by the Company without your   consent (i) a change in your position with the Company (or Parent,   Subsidiary or Affiliate employing you) which materially reduces your level of   responsibility, (ii) a material reduction in your base  compensation  or (iii) a relocation of your   workplace by more than fifty miles from your workplace immediately prior to   the Change in Control that also materially increases your one-way commute. In   order for your resignation under clause (b) to constitute an   “Involuntary Termination,” all of the following requirements must be   satisfied: (1) you must provide notice to the Company of your intent to   resign and assert an Involuntary Termination pursuant to clause   (b) within 90 days of the initial existence of one or more of the   conditions set forth in subclauses (i) through (iii), (2) the   Company will have 30 days from the date of such notice to remedy the   condition and, if it does so,
    


 











 

	
 
    	
 
    	
you may withdraw your resignation or resign without any vesting   acceleration, and (3) any termination of Service under clause   (b) must occur within two years of the initial existence of one or more   of the conditions set forth in subclauses (i) through (iii).  Should the Company remedy the condition as   set forth above and then one or more of the conditions arises again within   two years following the occurrence of a Change in Control, you may assert   clause (b) again subject to all of the conditions set forth herein.

 

For purposes of this Agreement, “Service”   means your service as an Employee or Consultant.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Nothwithstanding the foregoing, if you become eligible to participate   in the Company’s 2009 Change in Control Severance Plan (the “2009 Severance   Plan”), the vesting acceleration provisions in the 2009 Severance Plan shall   apply instead of those contained herein.

 

No additional shares will vest after your Service has terminated for   any reason, except as set forth in the 2009 Severance Plan to the extent you   are eligible for benefits thereunder.
    
	
 
    	
 
    	
 
    
	
Term
    	
 
    	
This   option expires in any event at the close of business at Company headquarters   on the day before the 10th anniversary of the Date of   Grant, as shown in the Notice of Stock Option Grant.  (It will expire earlier if your Service   terminates, as described below.)  You   may exercise this option at any time before its expiration under the   preceding sentence, but only to the extent that this option had become   exercisable before your Service terminated. 
    
	
 
    	
 
    	
 
    
	
Regular   Termination
    	
 
    	
If   your Service terminates for any reason except death or total and permanent   disability, then this option will expire at the close of business at Company   headquarters on the date three months after your termination date.  The Company determines when your Service   terminates for this purpose.
    
	
 
    	
 
    	
 
    
	
Death
    	
 
    	
If   you die before your Service terminates, then this option will expire at the   close of business at Company headquarters on the date that is 12 months after   the date of death.
    
	
 
    	
 
    	
 
    
	
Disability
    	
 
    	
If your Service terminates because of your total and permanent   disability, then this option will expire at the close of business at Company   headquarters on the date 12 months after your termination date.

 

For   all purposes under this Agreement, “total and permanent disability” means   that you are unable 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
    


 

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expected to last, for a continuous period of not less than one year.
    
	
 
    	
 
    	
 
    
	
Leaves   of Absence and Part-Time Work
    	
 
    	
For purposes of this option, your Service does not terminate when you   go on a military leave, a sick leave or another bona fide   leave of absence, if the leave was approved by the Company in writing.  But your Service terminates when the   approved leave ends, unless you immediately return to active work.

 

If you go on a leave of absence, then the vesting schedule specified   in the Notice of Stock Option Grant may be adjusted in accordance with the   Company’s leave of absence policy or the terms of your leave.  If you commence working on a part-time   basis, then the vesting schedule specified in the Notice of Stock Option   Grant may be adjusted in accordance with the Company’s part-time work policy   or the terms of an agreement between you and the Company pertaining to your   part-time schedule.
    
	
 
    	
 
    	
 
    
	
Restrictions   on Exercise
    	
 
    	
The Company will not permit you to exercise this option if the   issuance of shares at that time would violate any law or regulation.
    
	
 
    	
 
    	
 
    
	
Notice   of Exercise
    	
 
    	
When you wish to exercise this option, you must notify the Company by   filing the proper “Notice of Exercise” form at the address given on the   form.  Your notice must specify how   many shares you wish to purchase.  Your   notice must also specify how your shares should be registered.  The notice will be effective when the   Company receives it.

 

If someone else wants to exercise this option after your death, that   person must prove to the Company’s satisfaction that he or she is entitled to   do so.
    
	
 
    	
 
    	
 
    
	
Form of   Payment
    	
 
    	
When you submit your notice of exercise, you must include payment of   the option exercise price for the shares that you are purchasing.  To the extent permitted by applicable law,   payment may be made in one (or a combination of two or more) of the following   forms:

 

·      Your   personal check, a cashier’s check or a money order.

 

·      Shares   of Company stock that you own, along with any forms needed to effect a   transfer of those shares to the Company.    The value of the shares, determined as of the effective date of the   option exercise, will be applied to the option exercise price.  Instead of surrendering shares of Company   stock, you may attest to the ownership of those shares on a form provided by   the Company and have the same number of shares subtracted from the option   shares issued to you.  However, you may   not surrender, or attest to the ownership of, shares of Company stock in   payment of the exercise price if your action would cause the Company to   recognize compensation expense (or additional compensation expense) with   respect to this option for financial reporting purposes.

 

·      Irrevocable   directions to a securities broker approved by the Company
    


 

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to sell all or part of your option shares and to deliver to the   Company from the sale proceeds an amount sufficient to pay the option   exercise price and any withholding taxes.    (The balance of the sale proceeds, if any, will be delivered to   you.)  The directions must be given by   signing a special “Notice of Exercise” form provided by the Company.

 

·      Irrevocable   directions to a securities broker or lender approved by the Company to pledge   option shares as security for a loan and to deliver to the Company from the   loan proceeds an amount sufficient to pay the option exercise price and any   withholding taxes.  The directions must   be given by signing a special “Notice of Exercise” form provided by the   Company.
    
	
 
    	
 
    	
 
    
	
Withholding   Taxes and Stock Withholding
    	
 
    	
You will not be allowed to exercise this option unless you make   arrangements acceptable to the Company to pay any withholding taxes that may   be due as a result of the option exercise.    With the Company’s consent, these arrangements may include withholding   shares of Company stock that otherwise would be issued to you when you   exercise this option.  The value of   these shares, determined as of the effective date of the option exercise,   will be applied to the withholding taxes.
    
	
 
    	
 
    	
 
    
	
Restrictions   on Resale
    	
 
    	
You agree not to sell any option shares at a time when applicable   laws, Company policies or an agreement between the Company and its   underwriters prohibit a sale.  This   restriction will apply as long as your Service continues and for such period   of time after the termination of your Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
Transfer   of Option
    	
 
    	
Prior to your death, only you may exercise this option.  You cannot transfer or assign this   option.  For instance, you may not sell   this option or use it as security for a loan.    If you attempt to do any of these things, this option will immediately   become invalid.  You may, however,   dispose of this option in your will or a beneficiary designation.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Regardless of any marital property settlement agreement, the Company   is not obligated to honor a notice of exercise from your former spouse, nor   is the Company obligated to recognize your former spouse’s interest in your   option in any other way.
    
	
 
    	
 
    	
 
    
	
No   Retention Rights
    	
 
    	
Your option or this Agreement does not give you the right to be   retained by the Company or a subsidiary of the Company in any capacity.  The Company and its subsidiaries reserve   the right to terminate your Service at any time, with or without cause.
    
	
 
    	
 
    	
 
    
	
Stockholder   Rights
    	
 
    	
You, or your estate or heirs, have no rights as a stockholder of the   Company until you have exercised this option by giving the required notice to   the Company and paying the exercise price.    No adjustments are made for dividends or other rights if the   applicable record date occurs
    


 

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before you exercise this option, except as described in the Plan.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a stock split, a stock dividend or a similar change   in Company stock, the number of shares covered by this option and the   exercise price per share shall be adjusted as provided in the Plan.
    
	
 
    	
 
    	
 
    
	
Applicable   Law
    	
 
    	
This Agreement will be interpreted and enforced under the laws of the   State of Delaware (without regard to their choice-of-law provisions).
    
	
 
    	
 
    	
 
    
	
The   Plan and Other Agreements
    	
 
    	
The text of the Plan is incorporated in this Agreement by   reference.  A copy of the Plan is   available on the Company’s intranet or by request to the Finance Department.

 

This Agreement, the Notice of Stock Option Grant, and the Plan   constitute the entire understanding between you and the Company regarding   this option.  Any prior agreements,   commitments or negotiations concerning this option are superseded.  This Agreement may be amended only by   another written agreement between the parties.
    


 

BY ACCEPTING THIS STOCK OPTION GRANT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

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