EX-10.5





 Exhibit 10.5 

NON-QUALIFIED STOCK OPTION AGREEMENT 

FOR COMPANY EMPLOYEES 

UNDER THE BIODELIVERY SCIENCES INTERNATIONAL, INC. 

2019 STOCK OPTION AND INCENTIVE PLAN 
  

			
	Name of Optionee:	  	                                      
                                         
 
		
	No. of Option Shares:	  	                                      
      
		
	Option Exercise Price per Share:	  	$                                      
    
		  	[FMV on Grant Date]
		
	Grant Date:	  	                                      
      
		
	Expiration Date:	  	                                      
      

 Pursuant to the BioDelivery Sciences International, Inc. 2019 Stock Option and Incentive Plan as amended
through the date hereof (the “Plan”), BioDelivery Sciences International, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date
specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set
forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended. 

1. Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as
set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option
Shares on the dates indicated so long as Optionee remains an employee of the Company or a Subsidiary on such dates: 
  

							
	 	 	 Incremental Number of

Option Shares Exercisable
	  	 Exercisability Date
	  	 
				
		 	                         (___%)	  	                        	  	
				
		 	                         (___%)	  	                        	  	
				
		 	                         (___%)	  	                        	  	

 Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close
of business on the Expiration Date, subject to the provisions hereof and of the Plan. 












 2. Manner of Exercise. 

(a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this
Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be
purchased. 
 Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by
certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially
owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to
pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment
procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the
aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. 

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the
Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and
(iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock
transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to. 
 (b) The shares of Stock
purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or
regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have
transferred the shares to the Optionee, and the Optionee’s name shall have been 

  
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 entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full
voting, dividend and other ownership rights with respect to such shares of Stock. 
 (c) The minimum number of shares with respect to which
this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.

 (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration
Date hereof. 
 3. Termination of Employment. If the Optionee’s employment by the Company or a Subsidiary (as defined in the
Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below. 
 (a)
Termination Due to Death. If the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be
exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall terminate
immediately and be of no further force or effect. 
 (b) Termination Due to Disability. If the Optionee’s employment terminates
by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such termination of employment, may thereafter be exercised by the
Optionee for a period of 12 months from the date of disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of disability shall terminate immediately and be of no further force or
effect. 
 (c) Termination for Cause. If the Optionee’s employment terminates for Cause, any portion of this Stock Option
outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” means (i) the Company or an Affiliate having “cause” to terminate the Optionee’s employment or
service, as defined in any employment or consulting agreement or similar document or policy between the Optionee and the Company or an Affiliate in effect at the time of such termination or (ii) in the absence of any such employment or
consulting agreement, document or policy (or the absence of any definition of “Cause” contained therein), (A) a continuing material breach or material default (including, without limitation, any material dereliction of duty) by the
Optionee of any agreement between the Optionee and the Company, except for any such breach or default which is caused by the physical disability of the Optionee (as determined by a neutral physician), or a continuing failure by the Optionee to
follow the direction of a duly authorized representative of the Company; (B) gross negligence, willful misfeasance or breach of fiduciary duty by the Optionee; (C) the commission by the Optionee of an act of fraud, embezzlement or any
felony or other crime of dishonesty in connection with the Optionee’s duties; or (D) conviction of the Optionee of a felony or any other crime that would materially and adversely affect: (i) the business reputation


  
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of the Company or (ii) the performance of the Optionee’s duties to the Company. Any determination of whether Cause exists shall be made by the Administrator in its sole discretion. 

(d) Retirement. If the Optionee’s employment terminates due to the Optionee’s Retirement, any portion of this Stock Option
outstanding on such date may be exercised, to the extent exercisable on the date of termination, until the Expiration Date. For purposes hereof, “Retirement” means the fulfillment of each of the following conditions: (i) the Optionee
is good standing with the Company as determined by the Administrator; (ii) the voluntary termination by an Optionee of such Optionee’s employment or service to the Company and (B) that at the time of such voluntary termination, the
sum of: (1) the Optionee’s age (calculated to the nearest month, with any resulting fraction of a year being calculated as the number of months in the year divided by 12) and (2) the Optionee’s years of employment or service with
the Company (calculated to the nearest month, with any resulting fraction of a year being calculated as the number of months in the year divided by 12) equals at least 62 (provided that, in any case, the foregoing shall only be applicable if, at the
time of Retirement, the Optionee shall be at least 55 years of age and shall have been employed by or served with the Company for no less than 5 years). 

(e) Other Termination. If the Optionee’s employment terminates for any reason other than the Optionee’s death, the
Optionee’s disability, the Optionee’s Retirement, or for Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of
termination, for a period of 90 days from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or
effect. 
 The Administrator’s determination of the reason for termination of the Optionee’s employment shall be conclusive and
binding on the Optionee and his or her representatives or legatees. 
 4. Incorporation of Plan. Notwithstanding anything herein to
the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the
meaning specified in the Plan, unless a different meaning is specified herein. 
 5. Transferability. This Agreement is personal to
the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the
Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee. 
 6. Tax
Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment
of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required tax withholding obligation to be 

  
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satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding
amount due. 
 7. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the
Plan or this Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Optionee at any time. 

8. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all
prior agreements and discussions between the parties concerning such subject matter. 
 9. Data Privacy Consent. In order to
administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or
professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this
Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any
privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information
to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law. 

  
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 10. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 

 

			
	BIODELIVERY SCIENCES
	INTERNATIONAL, INC.


 
			
		
	By:	 	 
		 	Title:


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable. 
  

			
	
Dated:                  
                                         
                                         
 
	    	  

		    	 Optionee’s Signature

		
		    	 Optionee’s name and address:

		
		    	  

		
		    	  

		
		    	  



  
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