kl09005_ex4-10.htm


    
      

    

     

    Exhibit
4.10

    
      


       

       

      Helix
BioPharma Corp.

      STOCK
OPTION AGREEMENT

      (2000
Option Plan - Standard)

       

      1.    Grant of
Option.

       

      Helix
BioPharma Corp. (the “Company”) has granted to NAME OF OPTIONEE (the
“Optionee”), an option to purchase a total of NUMBER OF OPTIONS - WRITTEN (NUMBER
OF OPTIONS - NUMERICAL) common shares (the “Shares”) in the capital of
the Company, at a price of $PRICE OF OPTIONS - NUMERICAL
(Canadian funds) per Share, and in all respects subject to the terms,
definitions and provisions of the Company’s 2000 Stock Option Plan (the “Plan”)
which is incorporated herein by reference. The terms defined in the Plan shall
have the same defined meanings herein.

       

      2.    Exercise
of Option. NOTE: All options in June 30, 2005 grant are exercisable
immediately except Frank Michalargias (1/6 of his options shall vest every 6
months)

       

      Subject
to the provisions of the Plan, this Option shall be exercisable during its term
as follows:

       

      
        	
                (a)

              	
                Subject
      to subsection (c) below, this Option shall be exercisable, at any time and
      from time to time, as to NUMBER OF OPTIONS -
      NUMERICAL Shares subject to the Option,

                or
      any portion thereof, at any time on or after the Date of Grant [Specify vesting schedule, if
      applicable];

              


      

       

      
        	
                (b)

              	
                This
      Option may not be exercised for a fraction of a
  Share;

              


      

       

      
        	
                (c)

              	
                In
      the event of Optionee’s death, Disability, or termination of service with
      the Company, the Optionee’s ability to exercise the Option shall be
      governed by Section 7 and

                by
      the provisions of the Plan.

              


      

       

      3.    Method of
Exercise.

       

      This
Option shall be exercisable by written notice which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is
being exercised, registration and delivery instructions, if any, and such other
representations and agreements as to the Optionee’s investment intent with
respect to such Shares as may be required by the Company pursuant to the
provisions of the Plan. Such written notice shall be signed by the Optionee and
shall be delivered in person or by certified mail to the Company. The written
notice shall be accompanied by payment of the aggregate Option Exercise Price as
provided in Section 4 below.

       

      4.    Method of
Payment.

       

      Payment
of the Option Exercise Price shall be by way of cheque or bank draft in Canadian
funds, made payable to the Company, in an amount equal to the full purchase
price of the number of optioned Shares specified in the notice of
exercise.

       

      5.    Compliance with
Laws.

       

      This
Option may not be exercised unless the issuance of such Shares upon such
exercise or the method of payment of consideration for such Shares complies with
all relevant Securities Laws, as that term is defined in the Plan, or any other
laws or regulations, including all tax withholding laws.

       

      6.    Residents of the United
States.

       

      If the
Optionee is a resident or citizen of the United States of America at the time of
the exercise of the Option, the certificate

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      (s)
representing the optioned Shares may be endorsed with the following or a similar
legend: “The shares represented by this Certificate have not been registered
under the Securities Act of 1933, as amended, of the United States of America
(the “Act”) or the securities laws of any state (“State”) of the United States
of America and may not be sold, transferred, pledged, hypothecated or
distributed, directly or indirectly, to a U.S. person (as defined in Regulation
S adopted by the U.S. Securities and Exchange Commission under the Act) or
within the United States unless such shares are (i) registered under the Act and
any applicable State securities act (a “State Act”), or (ii) exempt from
registration under the Act and any applicable State Act and the Company has
received an opinion of counsel to such effect reasonably satisfactory to it, or
(iii) sold in accordance with Regulation S.”

       

      7.     
Term and Early Termination
of Option.

       

      7.1    Term of
Option.

       

      This
Option is for a term of 5 years, expiring on EXPIRY DATE (the “Expiry
Date”), subject to Sections 7.5 and 7.6 below, and the Plan. This Option will
terminate earlier than the Expiry Date upon the occurrence of a number of
events, including termination of the Optionee’s position as an Eligible
Person.

       

      7.2    Termination
Date.

       

      For
purposes of this Section 7, “Termination Date” shall mean the date on which the
Optionee ceases to be an Eligible Person for any reason whatsoever, provided
that if notice is given by the Company, an affiliate of the Company or by the
Optionee, to terminate the Optionee’s position as an Eligible Person, then
Termination Date shall mean the date specified in such notice as the last day of
service.

       

      7.3    No Modification of
Termination Date.

       

      The
Optionee acknowledges and agrees that the Termination Date, as defined herein,
shall not be extended by payment of any severance, in lieu of notice or
otherwise, as may be provided for in the Optionee’s notice of termination, any
employment, consulting, or other service agreement between the Optionee and the
Company or its affiliates, or any statutory or common-law notice period
respecting the termination of the Optionee’s position as an Eligible
Person.

       

      7.4    Cessation of
Vesting.

       

      If the
Optionee’s position as an Eligible Person is terminated prior to the Expiry Date
for any reason whatsoever, then any vesting of options shall terminate on the
Termination Date, and, subject to the Plan and Sections 7.5 and 7.6 below, only
those Options that have vested and remain unexercised as of such date are
available for exercise.

       

      7.5    Early Termination of
Options.

       

      If the
Optionee’s position as an Eligible Person is terminated prior to the Expiry Date
for a reason other than the Optionee’s death, Disability, or termination for
just cause, then all rights to exercise this Option will terminate on the day
which is the earlier of the Expiry Date and:

       

      
        	
                (i)

              	
                the
      30th
      day after the Termination Date; or

              


      

       

      
        	
                (ii)

              	
                6
      months after the Termination Date, if the Termination Date occurs within
      the 6 months following a Change of Control;
or

              


      

       

      
        	
                (iii)

              	
                a
      date up to 12 months after the Termination Date, if the Optionee makes
      written application to the Committee and receives the written consent of
      the Committee, which consent may be given at the discretion of the
      Committee.

              


      

       

      7.6    Termination for Just
Cause.

       

      If the
Optionee’s position as an Eligible Person is terminated for just cause, this
Option shall terminate on the day which is the earlier of the Expiry Date and
the date of termination for just cause.

       

      7.7    Other Early Termination
Provisions.

       

      Other
early termination provisions which apply to this Option are contained in the
Plan.

       

      In no
event shall this Option be exercisable beyond the Expiry Date.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      8.    Non-Transferability of
Option.

       

      This
Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution, and may be exercised during the lifetime of
Optionee only by the Optionee or by the Optionee’s guardian, if any, as provided
in the Plan. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.

       

      9.    Not an Employment
Agreement.

       

      This
Agreement is not an employment agreement, and nothing contained in this
Agreement shall obligate the Company or an affiliate of the Company to retain an
Optionee as an employee, officer, director, or Consultant for any period, nor
shall this Agreement interfere in any way with the right of the Company or
affiliates of the Company to reduce such Optionee’s compensation.

       

      Date
of Grant:   GRANT
DATE

       

       

      HELIX
BIOPHARMA CORP.

       

       

      Per:___________________________________

         Authorized
Signatory

       

       

      Optionee
acknowledges receipt of a copy of the Plan, a copy of which is annexed hereto;
represents that Optionee is familiar with the terms and provisions of the Plan;
and hereby accepts this Option subject to all of the terms and provisions of the
Plan.

       

       

      Optionee:

       

      ________________________________                Date
signed: ______________________

       

       

      ________________________________

       

       

      ________________________________

      Address