**Exhibit10.2**

 

**OptionNo.        **

 

**SONUS PHARMACEUTICALS, INC.**

 

**STOCK OPTION AGREEMENT**

 

**Type ofOption (check one):   ****o     Incentive            ****o    Nonqualified**

 

This Stock Option Agreement (the “Agreement”) isentered into as of                                                     ,20      , by and between SONUS Pharmaceuticals,Inc., a Delaware corporation (the “Company”), and                                                            (the “Optionee”) pursuant to the Company’s 2007 Performance Incentive Plan, asamended (the “Plan”). Any capitalized term not defined herein shall have thesame meaning ascribed to it in the Plan.

 

# **1.****                                      Grantof Option.**The Company hereby grants to Optionee an option (the “Option”)to purchase all or any portion of a total of                                                           (                    )shares (the “Shares”) of the Common Stock of the Company at a purchase price of                                                  ($                    )per share (the “Exercise Price”), subject to the terms and conditions set forthherein and the provisions of the Plan. If the box marked “Incentive” above ischecked, then this Option is intended to qualify as an “incentive stock option”as defined in Section 422 of the Internal Revenue Code of l986, as amended(the “Code”). If this Option fails in whole or in part to qualify as anincentive stock option, or if the box marked “Nonqualified” is checked, thenthis Option shall to that extent constitute a nonqualified stock option.

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# **2.****                                      Vestingof Option.** The right to exercise this Option shall vest ininstallments, and this Option shall be exercisable from time to time in wholeor in part as to any vested installment, as follows:

 
| **Upon the date set forth below:** | ** ** | **This Option shall be Exercisable as to:** |
|------------------------------------|------------|---------------------------------------------|
|                               |       | Shares                                      |
|                               |       | Shares                                      |
|                               |       | Shares                                      |

 

No additional Shares shall vest after the date oftermination of Optionee’s “Continuous Service” (as defined below), but thisOption shall continue to be exercisable in accordance with Section 3 hereofwith respect to that number of shares that have vested as of the date oftermination of Optionee’s Continuous Service.

 

As used herein, the term “Continuous Service” means(i) employment by either the Company or any parent or subsidiarycorporation of the Company, or by a corporation or a parent or subsidiary of acorporation issuing or assuming a stock option in a transaction to whichSection 424(a) of the Code applies, which is uninterrupted except forvacations, illness (except for permanent disability, as defined inSection 22(e)(3) of the Code), or leaves of absence which are approved inwriting by the Company or any of such other employer corporations, ifapplicable, (ii) service as a member of the Board of Directors of theCompany until Optionee resigns, is removed from office, or Optionee’s

 

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term of office expiresand he or she is not reelected, or (iii) so long as Optionee is engaged asa Service Provider to the Company or other corporation referred to inclause (i) above.

 

# **3.****                                      Termof Option.**The right of the Optionee to exercise this Option shallterminate upon the first to occur of the following:

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### (a)                                  theexpiration of ten (10) years from the date of this Agreement;

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### (b)                                 theexpiration of three (3) months from the date of termination of Optionee’sContinuous Service if such termination occurs for any reason other thanpermanent disability, death or voluntary resignation; provided, however, thatif Optionee dies during such three-month period the provisions of Section 3(e)below shall apply;

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### (c)                                  theexpiration of one (1) month from the date of termination of Optionee’sContinuous Service if such termination occurs due to voluntary resignation;provided, however, that if Optionee dies during such one-month period theprovisions of Section 3(e) below shall apply;

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### (d)                                 theexpiration of one (1) year from the date of termination of Optionee’sContinuous Service if such termination is due to permanent disability of theOptionee (as defined in Section 22(e)(3) of the Code);

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### (e)                                  theexpiration of one (1) year from the date of termination of Optionee’sContinuous Service if such termination is due to Optionee’s death or if deathoccurs during either the three-month or one-month period following terminationof Optionee’s Continuous Service pursuant to Section 3(b) or 3(c) above, as thecase may be; or

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### (f)                                    uponthe consummation of a “Change in Control” (as defined in Section 2.4 ofthe Plan).

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# **4.****                                      Exerciseof Option.**On or after the vesting of any portion of this Option inaccordance with Sections 2 or 8 hereof, and until termination of the right toexercise this Option in accordance with Section 3 above, the portion ofthis Option which has vested may be exercised in whole or in part by theOptionee (or, after his or her death, by the person designated in Section 5below) upon delivery of the following to the Company at its principal executiveoffices:

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### (a)                                  awritten notice of exercise which identifies this Agreement and states thenumber of Shares then being purchased (but no fractional Shares may be purchased);

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### (b)                                 acheck or cash in the amount of the Exercise Price (or payment of the ExercisePrice in such other form of lawful consideration as the Administrator mayapprove from time to time under the provisions of Section 5.4 of thePlan);

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### (c)                                  acheck or cash in the amount reasonably requested by the Company to satisfy theCompany’s withholding obligations under federal, state or other applicable taxlaws with respect to the taxable income, if any, recognized by the Optionee inconnection with the exercise of this Option (unless the Company and Optioneeshall have made other arrangements for deductions or withholding from Optionee’swages, bonus or other compensation payable to Optionee, or by the withholdingof Shares issuable upon exercise of this Option or the delivery of

 

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### Shares owned by the Optionee in accordance withSection 11.1 of the Plan, provided such arrangements satisfy therequirements of applicable tax laws); and

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### (d)                                 aletter, if requested by the Company, in such form and substance as the Companymay require, setting forth the investment intent of the Optionee, or persondesignated in Section 5 below, as the case may be.

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# **5.****                                      Deathof Optionee; No Assignment.**The rights of the Optionee under thisAgreement may not be assigned or transferred except by will or by the laws ofdescent and distribution, and may be exercised during the lifetime of theOptionee only by such Optionee. Any attempt to sell, pledge, assign,hypothecate, transfer or dispose of this Option in contravention of thisAgreement or the Plan shall be void and shall have no effect. If the Optionee’sContinuous Service terminates as a result of his or her death, and providedOptionee’s rights hereunder shall have vested pursuant to Section 2hereof, Optionee’s legal representative, his or her legatee, or the person whoacquired the right to exercise this Option by reason of the death of theOptionee (individually, a “Successor”) shall succeed to the Optionee’s rightsand obligations under this Agreement. After the death of the Optionee, only aSuccessor may exercise this Option.

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# **6.****                                      Representationof Optionee.**Optionee acknowledges receipt of a copy of the Plan andunderstands that all rights and obligations connected with this Option are setforth in this Agreement and the Plan.

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# **7.****                                      AdjustmentsUpon Changes in Capital Structure.**In the event that the outstandingshares of Common Stock of the Company are hereafter increased or decreased orchanged into or exchanged for a different number or kind of shares or othersecurities of the Company by reason of a recapitalization, stock split, reversestock split, reclassification, stock dividend or other similar change in thecapital structure of the Company, then appropriate adjustment shall be made bythe Administrator to the number of Shares subject to the unexercised portion ofthis Option and to the Exercise Price per share, in order to preserve, asnearly as practical, but not to increase, the benefits of the Optionee underthis Option, in accordance with the provisions of Section 4.2 of the Plan.

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# **8.****                                      Changein Control.**In the event of a Change in Control (as defined inSection 2.4 of the Plan), the right to exercise this Option shallaccelerate automatically and vest in full (notwithstanding the provisions ofSection 2 above) effective as of immediately prior to the consummation ofthe Change in Control. If vesting of this Option will accelerate pursuant tothe preceding sentence, the Administrator in its discretion may provide, inconnection with the Change in Control transaction, for the purchase or exchangeof this Option for an amount of cash or other property having a value equal tothe difference (or “spread”) between: (x) the value of the cash or other property that the Optionee wouldhave received pursuant to the Change in Control transaction in exchange for theShares issuable upon exercise of this Option had this Option been exercisedimmediately prior to the Change in Control, and (y) the aggregate ExercisePrice for such Shares. If the vesting of this Option will accelerate pursuantto this Section 8, then the Administrator shall cause written notice of theChange in Control transaction to be given to the Optionee not less than fifteen(15) days prior to the anticipated effective date of the proposed transaction.

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# **9.****                                      NoEmployment Contract Created.**Neither the granting of this Option northe exercise hereof shall be construed as granting to the Optionee any rightwith respect to continuance of employment by the Company or any of itssubsidiaries. The right of the Company or any of its

 

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# subsidiaries to terminate at will the Optionee’semployment at any time (whether by dismissal, discharge or otherwise), with orwithout cause, is specifically reserved.

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# **10.****                               Rightsas Stockholder.**The Optionee (or transferee of this option by will orby the laws of descent and distribution) shall have no rights as a stockholderwith respect to any Shares covered by this Option until such person has dulyexercised this Option, paid the Exercise Price and become a holder of record ofthe Shares purchased.

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# **11.****                               “MarketStand-Off” Agreement.**Optionee agrees that, if requested by the Companyor the managing underwriter of any proposed public offering of the Company’ssecurities, Optionee will not sell or otherwise transfer or dispose of anyShares held by Optionee without the prior written consent of the Company orsuch underwriter, as the case may be, during such period of time, not to exceed180 days following the effective date of the registration statement filed bythe Company with respect to such offering, as the Company or the underwritermay specify.

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# **12.****                               Interpretation.**This Option is granted pursuant to the terms of the Plan, and shall in allrespects be interpreted in accordance therewith. The Administrator shallinterpret and construe this Option and the Plan, and any action, decision,interpretation or determination made in good faith by the Administrator shallbe final and binding on the Company and the Optionee. As used in thisAgreement, the term “Administrator” shall refer to the committee of the Boardof Directors of the Company appointed to administer the Plan, and if no suchcommittee has been appointed, the term Administrator shall mean the Board ofDirectors.

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# **13.****                               Limitationof Liability for Nonissuance.**During the term of the Plan, the Companyagrees at all times to reserve and keep available, and to use its reasonablebest efforts to obtain from any regulatory body having jurisdiction anyrequisite authority in order to issue and sell, such number of shares of itsCommon Stock as shall be sufficient to satisfy its obligations hereunder andthe requirements of the Plan. Inability of the Company to obtain, from anyregulatory body having jurisdiction, authority deemed by the Company’s counselto be necessary for the lawful issuance and sale of any shares of its CommonStock hereunder and under the Plan shall relieve the Company of any liabilityin respect of the nonissuance or sale of such shares as to which such requisiteauthority shall not have been obtained.

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# **14.****                               Notices.**Any notice, demand or request required or permitted to be given under thisAgreement shall be in writing and shall be deemed given when deliveredpersonally or three (3) days after being deposited in the United States mail,as certified or registered mail, with postage prepaid, (or by such other methodas the Administrator may from time to time deem appropriate), and addressed, ifto the Company, at its principal place of business, Attention:  the Chief Financial Officer, and if to theOptionee, at his or her most recent address as shown in the employment or stockrecords of the Company.

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# **15.****                               GoverningLaw.**The validity, construction, interpretation, and effect of thisOption shall be governed by and determined in accordance with the laws of theState of Washington except for matters related to corporate law, in which casethe provisions of the Delaware corporation law shall govern.

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# **16.****                               Severability.**Should any provision or portion of this Agreement be held to beunenforceable or invalid for any reason, the remaining provisions and portionsof this Agreement shall be unaffected by such holding.

 

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# **17.****                               Counterparts.**This Agreement may be executed in two or more counterparts, each of whichshall be deemed an original and all of which together shall be deemed oneinstrument.

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# **18.****                               TaxConsequences and Reporting Obligation Upon Sale of Shares.**If thisOption is an “incentive stock option,” the tax benefits afforded to incentivestock options will be obtained by the Optionee only if the Shares received uponexercise of this Option are held for at least one year after the date ofexercise of this Option and two years after the date this Option was granted tothe Optionee. If the Optionee sells or otherwise transfers the Shares beforethe expiration of either of these one- or two-year periods, the sale ortransfer will be treated for tax purposes as a “disqualifying disposition,”resulting in the following tax consequences: (a) the Optionee will not obtain the tax benefits afforded to incentivestock options, (b) the “spread” as of the date of exercise will be taxed to theOptionee at ordinary income tax rates, and (c) the amount of ordinary incomeresulting from the disqualifying disposition will be included in the Optionee’sW-2. These tax consequences are described in more detail in the prospectus thatrelates to the Company’s 2007 Performance Incentive Plan, as amended, a copy ofwhich was delivered to the Optionee with this Option. To assure that theCompany has the information necessary to comply with its tax reportingobligations, **Optionee agrees to promptly notify theCompany if any Shares are sold or transferred less than one year after the dateof exercise or less than two years after the date this Option was granted, andreport information regarding the disqualifying disposition in accordance withprocedures established by the Company for this purpose.**

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INWITNESS WHEREOF, the parties have executed this Agreement as of the date firstabove written.

 

 
| **SONUS PHARMACEUTICALS, INC.** | ** ** | OPTIONEE |
|---------------------------------|------------|----------|
| a Delaware corporation          |       |     |
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| By:                             |       |     |   |
|                            |       |     | (Signature) |
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| Name:                           |       |     |   |
|                            |       |     | (Type or print  name) |
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| Its:                            |       |     | Address: |
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