EX-10.15



 EXHIBIT 10.15 

KEMPHARM, INC. 

STOCK OPTION GRANT NOTICE 

(2014 EQUITY INCENTIVE PLAN) 

KemPharm, Inc. (the “Company”), pursuant to its 2014 Equity Incentive Plan (the “Plan”), hereby grants to
Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this notice, in the Option Agreement, the Plan and the Notice of
Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option
Agreement. If there is any conflict between the terms in this notice and the Plan, the terms of the Plan will control. 
  

					
	Optionholder:	  	  

	Date of Grant:	  	  

	Vesting Commencement Date:	  	  

	Number of Shares Subject to Option:	  	  

	Exercise Price (Per Share):	  	  

	Total Exercise Price:	  	  

	Expiration Date:	  	  



 

					
	Type of Grant:	  	  ̈   Incentive Stock Option1
	  	  ̈   Nonstatutory Stock Option

			
	Exercise Schedule:	  	  ̈   Same as Vesting Schedule
	  	  ̈   Early Exercise Permitted

			
	Vesting Schedule:	  	[As determined by the Board of Directors]	  	
		
	Payment:	  	By one or a combination of the following items (described in the Option Agreement):
		
		  	  ̈   By cash, check, bank draft or money order payable to
the Company

		  	  ̈   Pursuant to a Regulation T Program if the shares are
publicly traded

		  	  ̈   By delivery of already-owned shares if the shares are
publicly traded

		  	 ̈   If and only to the extent this option is a Nonstatutory Stock Option, and subject to the Company’s consent at the time of exercise, by a “net
exercise” arrangement

  

	1 	If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess
over $100,000 is a Nonstatutory Stock Option. 








 Additional Terms/Acknowledgements: Optionholder acknowledges receipt of, and understands and agrees to,
this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in the Plan. Optionholder
further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding this option award and supersede all prior oral
and written agreements, promises and/or representations on that subject with the exception of (i) options previously granted and delivered to Optionholder, (ii) any compensation recovery policy that is adopted by the Company or is
otherwise required by applicable law and (iii) any written employment or severance arrangement that would provide for vesting acceleration of this option upon the terms and conditions set forth therein. By accepting this option, Optionholder
consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 

 

							
	KEMPHARM, INC.	    	OPTIONHOLDER:
			
	By:	 	  
	    	  

		 	Signature	    		  	Signature
				
	Title:	 	  
	    	Date:	  	  

				
	Date:	 	  
	    		  	

 ATTACHMENTS: Option Agreement, 2014 Equity Incentive Plan and Notice of Exercise 







 ATTACHMENT I 

KEMPHARM, INC. 

2014 EQUITY INCENTIVE PLAN 

OPTION AGREEMENT 

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK
OPTION) 
 Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement,
KemPharm, Inc. (the “Company”) has granted you an option under its 2014 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant
Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in
this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan. 

The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows: 

1. VESTING. Subject to the provisions contained herein, your option will vest as provided in your Grant Notice. Vesting
will cease upon the termination of your Continuous Service. 
 2. NUMBER OF SHARES
AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share in your Grant Notice will be adjusted for Capitalization Adjustments. 

3. EXERCISE RESTRICTION FOR NON-EXEMPT
EMPLOYEES. If you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (that is, a “Non-Exempt Employee”), and except as otherwise provided in the Plan,
you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant, even if you have already been an employee for more than six (6) months. Consistent with the provisions
of the Worker Economic Opportunity Act, you may exercise your option as to any vested portion prior to such six (6) month anniversary in the case of (i) your death or disability, (ii) a Corporate Transaction in which your option is
not assumed, continued or substituted, (iii) a Change in Control or (iv) your termination of Continuous Service on your “retirement” (as defined in the Company’s benefit plans). 

4. EXERCISE PRIOR TO VESTING (“EARLY
EXERCISE”). You may not exercise your option prior to vesting. 
 5. METHOD OF
PAYMENT. You must pay the full amount of the exercise price for the shares you wish to exercise. You may pay the exercise price in cash or by check, bank draft or money order payable to the Company or in any other manner
permitted by your Grant Notice, which may include one or more of the following: 
 (a) Provided that at the time of
exercise the Common Stock is publicly traded, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company
or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. This manner of payment is also known as a “broker-assisted exercise”, “same day sale”, or “sell to
cover”. 
 (b) Provided that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by
actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery”
for these purposes, in the sole discretion of the Company at the time you exercise your option, will include delivery to the Company of your attestation of ownership of such shares of Common Stock 







 
in a form approved by the Company. You may not exercise your option by delivery to the Company of Common Stock if doing so would violate the provisions of any law, regulation or agreement
restricting the redemption of the Company’s stock. 
 (c) If this option is a Nonstatutory Stock Option, subject to the consent
of the Company at the time of exercise, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise of your option by the largest whole number of shares with a Fair
Market Value that does not exceed the aggregate exercise price. You must pay any remaining balance of the aggregate exercise price not satisfied by the “net exercise” in cash or other permitted form of payment. Shares of Common Stock will
no longer be outstanding under your option and will not be exercisable thereafter if those shares (i) are used to pay the exercise price pursuant to the “net exercise,” (ii) are delivered to you as a result of such exercise, and
(iii) are withheld to satisfy your tax withholding obligations. 
 6. WHOLE SHARES. You may
exercise your option only for whole shares of Common Stock. 
 7. SECURITIES LAW
COMPLIANCE. In no event may you exercise your option unless the shares of Common Stock issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and
the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with all other applicable laws and regulations governing your option, and you may not exercise your
option if the Company determines that such exercise would not be in material compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable). 

8. TERM. You may not exercise your option before the Date of Grant or after the expiration of the option’s term.
The term of your option expires, subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following: 
 (a)
immediately upon the termination of your Continuous Service for Cause; 
 (b) three (3) months after the termination of your
Continuous Service for any reason other than Cause, your Disability or your death (except as otherwise provided in Section 8(d) below); provided, however, that if during any part of such three (3) month period your option is not
exercisable solely because of the condition set forth in the section above relating to “Securities Law Compliance,” your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate
period of three (3) months after the termination of your Continuous Service; provided further, if during any part of such three (3) month period, the sale of any Common Stock received upon exercise of your option would violate the
Company’s insider trading policy, then your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service
during which the sale of the Common Stock received upon exercise of your option would not be in violation of the Company’s insider trading policy. Notwithstanding the foregoing, if (i) you are a Non-Exempt Employee, (ii) your
Continuous Service terminates within six (6) months after the Date of Grant, and (iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire until the earlier of
(x) the later of (A) the date that is seven (7) months after the Date of Grant, and (B) the date that is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date; 

(c) twelve (12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in
Section 8(d)) below; 
 (d) eighteen (18) months after your death if you die either during your Continuous Service or
within three (3) months after your Continuous Service terminates for any reason other than Cause; 
 (e) the Expiration Date
indicated in your Grant Notice; or 
 (f) the day before the tenth (10th) anniversary of the Date of Grant. 







 If your option is an Incentive Stock Option, note that to obtain the federal income tax
advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the Date of Grant and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the
Company or an Affiliate, except in the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be
treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the
date your employment with the Company or an Affiliate terminates. 
  

	 	9.	EXERCISE. 

 (a) You may exercise the vested portion of your option
(and the unvested portion of your option if your Grant Notice so permits) during its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other documents and/or procedures designated by the
Company for exercise and (ii) paying the exercise price and any applicable withholding taxes to the Company’s Secretary, stock plan administrator, or such other person as the Company may designate, together with such additional documents
as the Company may then require. 
 (b) By exercising your option you agree that, as a condition to any exercise of your option, the
Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, (ii) the lapse of any substantial
risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise. 

(c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within
fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the Date of Grant or within one (1) year after such shares of
Common Stock are transferred upon exercise of your option. 
 (d) By accepting your option you agree that you will not sell, dispose
of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by you, for a
period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with
FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rules or regulation (the “Lock-Up Period”); provided, however, that nothing contained in this section will prevent the exercise of a repurchase
option, if any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are
necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. You also agree that any transferee of
any shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 9(d). The underwriters of the Company’s stock are intended third party beneficiaries of this Section 9(d) and will have the
right, power and authority to enforce the provisions hereof as though they were a party hereto. 
 10.
TRANSFERABILITY. Except as otherwise provided in this Section 10, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. 

(a) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to a
trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required by
the Company. 
 (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and
provided that you and the designated transferee enter into transfer and other 







 
agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation
instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to
finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If this option is an Incentive Stock Option, this
option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. 
 (c) Beneficiary Designation. Upon receiving
written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party
who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be
entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. 

11. OPTION NOT A SERVICE CONTRACT. Your option is not an
employment or service contract, and nothing in your option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your
employment. In addition, nothing in your option will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the
Company or an Affiliate. 
  

	 	12.	WITHHOLDING OBLIGATIONS. 

 (a) At the time you
exercise your option, in whole or in part, and at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by
means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option. 
 (b) If
this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock
otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld
by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of
exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired
upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of
Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with
such share withholding procedure shall be your sole responsibility. 
 (c) You may not exercise your option unless the tax
withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to issue a certificate for
such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied. 

13. TAX CONSEQUENCES. You hereby agree that the Company does not have a duty to design or administer the
Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax








 
liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share
specified in the Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. 

14. NOTICES. Any notices provided for in your option or the Plan will be given in writing (including electronically) and
will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the
Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this option by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this
option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 

15. GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan, the
provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. If there is any conflict
between the provisions of your option and those of the Plan, the provisions of the Plan will control. In addition, your option (and any compensation paid or shares issued under your option) is subject to recoupment in accordance with The
Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law. 

16. OTHER DOCUMENTS. You hereby acknowledge receipt of and the right to receive a document providing the
information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares only during certain
“window” periods and the Company’s insider trading policy, in effect from time to time. 
 17. EFFECT
ON OTHER EMPLOYEE BENEFIT PLANS. The value of this option will not be included as compensation, earnings, salaries, or other similar terms used when calculating your
benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any
Affiliate’s employee benefit plans. 
 18. VOTING RIGHTS. You will not have voting or any other
rights as a stockholder of the Company with respect to the shares to be issued pursuant to this option until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing
contained in this option, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. 

19. SEVERABILITY. If all or any part of this Option Agreement or the Plan is declared by any court or governmental
authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Option Agreement (or part of such a Section) so
declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 

 

	 	20.	MISCELLANEOUS. 

 (a) The rights and obligations of the Company
under your option will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. 

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the
Company to carry out the purposes or intent of your option. 







 (c) You acknowledge and agree that you have reviewed your option in its entirety, have had
an opportunity to obtain the advice of counsel prior to executing and accepting your option, and fully understand all provisions of your option. 

(d) This Option Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required. 
 (e) All obligations of the Company under the Plan and this Option
Agreement will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the
Company. 
 *        *        * 

This Option Agreement will be deemed to be signed by you upon the signing by you of the Stock Option Grant Notice to which it is attached.








 ATTACHMENT III 

NOTICE OF EXERCISE 

KemPharm, Inc. 
 2656 Crosspark Road, Suite 100 

Coralville, IA 52241 
 Date of Exercise:
                     
 Ladies and Gentlemen:

 This constitutes notice to KemPharm, Inc. (the “Company”) under my stock option described below (the
“Option”) granted pursuant to the Company’s 2014 Equity Incentive Plan (as it may be amended from time to time) as evidenced by the Stock Option Grant Notice and Option Agreement thereunder, that I elect to purchase the
below number of shares of Common Stock of the Company (the “Shares”) for the price set forth below. 
  

					
	Type of option (check one):	  	Incentive  ̈	  	Nonstatutory  ̈
			
	Option Grant Date:	  	  
	  	  

			
	Number of Shares as to which the Option is exercised:	  	  
	  	  

			
	Certificates to be issued in name of:	  	  
	  	  

			
	Total exercise price:	  	$                                	  	$                                
			
	Cash payment delivered herewith:	  	$                                	  	$                                
			
	[Value of              Shares delivered herewith1:	  	$                                	  	$                               ]
			
	[Value of              Shares pursuant to net exercise2:	  	$                                	  	$                               ]
			
	[Regulation T Program (cashless exercise3):	  	$                                	  	$                               ]

 By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the
terms of the Company’s 2014 Equity Incentive Plan (as it may be amended from time to time), (ii) to provide for the 
  

 

	1 	Shares must meet the public trading requirements set forth in the option agreement. Shares must be valued in accordance with the terms of the Option being exercised, and must be owned free and clear of any liens,
claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed assignment separate from certificate. 


	2 	The Option must be a Nonstatutory Stock Option, and KemPharm, Inc. must have established net exercise procedures at the time of exercise, in order to utilize this payment method. 


	3 	Shares must meet the public trading requirements set forth in the option agreement. 








 
payment by me to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this
exercise relates to an Incentive Stock Option, to notify you in writing within 15 days after the date of any disposition of any of the Shares issued upon exercise of the Option that occurs within two years after the date of grant of the Option or
within one year after such Shares are issued upon exercise of the Option. 
  

	
	Very truly yours,
	
	  

	Signature
	
	  

	Print Name