exv4w2



 






Exhibit 4.2




CELL GENESYS, INC.




2005 EQUITY INCENTIVE PLAN




STOCK OPTION AWARD AGREEMENT




     Unless otherwise defined herein, the terms defined in the Plan shall have the same defined
meanings in this Stock Option Award Agreement (the “Award Agreement”).




	I.	 	NOTICE OF STOCK OPTION GRANT






Name:




Address:



     You have been granted an option to purchase Common Stock of the Company, subject to the terms
and conditions of the Plan and this Award Agreement, as follows:



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Grant Number	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Date of Grant	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Vesting Commencement Date	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Exercise Price per Share
	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Total Number of Shares Granted	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Total Exercise Price
	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Type of Option:	 	                    Incentive Stock Option	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	                    Nonstatutory Stock Option	 	 
	 

	 	Term/Expiration Date:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	  Vesting Schedule:	 	 	 	 	 	 	 	 






     Subject to accelerated vesting as set forth below or in the Plan, this Option may be
exercised, in whole or in part, in accordance with the following schedule:



     [25% of the Shares subject to the Option will vest twelve months after the Vesting
Commencement Date, and 1/48 of the Shares subject to the Option will vest on the last day of each
full calendar month thereafter, subject to Participant continuing to be a Service Provider through
such dates.]



 









 





     Termination Period:



     This Option shall be exercisable for three (3) months after Participant ceases to be a Service
Provider, unless such termination is due to Participant’s death or Disability, in which case this
Option shall be exercisable for one (1) year after Participant ceases to be Service Provider.
Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration
Date as provided above and may be subject to earlier termination as provided in Section 14(c) of
the Plan.



II. AGREEMENT




     A. Grant of Option. 



          The Plan Administrator of the Company hereby grants to the Participant named in the Notice of
Stock Option Grant (the “Notice of Grant”) attached as Part I of this Agreement (the “Participant”)
an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at
the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), subject to
the terms and conditions of the Plan, which is incorporated herein by reference. Subject to
Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan
and the terms and conditions of this Award Agreement, the terms and conditions of the Plan shall
prevail.




          If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is
intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this
Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule
of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option (“NSO”).




     B. Exercise of Option.




          (a) Right to Exercise. This Option is exercisable during its term in accordance with
the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and
this Award Agreement.




          (b) Method of Exercise. This Option is exercisable by delivery of an exercise notice,
in the form attached as Exhibit A (the “Exercise Notice”) or in such other form and manner
as determined by the Administrator, which shall state the election to exercise the Option, the
number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and
such other representations and agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice shall be completed by the Participant and delivered to
the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price
as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the
Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.




               No Shares shall be issued pursuant to the exercise of this Option unless such issuance and
exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the
Exercised Shares shall be considered transferred to the Participant on the date the Option is
exercised with respect to such Exercised Shares.



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     C. Method of Payment.



          Payment of the aggregate Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Participant:




          1. cash; or




          2. check; or




          3. consideration received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan; or




          4. surrender of other Shares which, (i) in the case of Shares acquired from the Company,
either directly or indirectly, have been owned by the Participant and not subject to a substantial
risk of forfeiture for more than six (6) months on the date of surrender, and (ii) have a Fair
Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised
Shares.




     D. 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 Participant only by the
Participant. The terms of the Plan and this Award Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Participant.




     E. Term of Option.



          This Option may be exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of this Award Agreement.




     F. Tax Obligations. 



          1. Withholding Taxes. Participant agrees to make appropriate arrangements with the
Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of
all Federal, state, and local income and employment tax withholding requirements applicable to the
Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of
exercise.




          2. Notice of Disqualifying Disposition of ISO Shares. If the Option granted to
Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (i) the date two years after the Date of
Grant, or (ii) the date one year after the date of exercise, the Participant shall immediately
notify the Company in writing of such disposition. Participant agrees that Participant may be
subject to income tax withholding by the Company on the compensation income recognized by the
Participant.




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     G. Entire Agreement; Governing Law.



          The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof and supersede in
their entirety all prior undertakings and agreements of the Company and Participant with respect to
the subject matter hereof, and may not be modified adversely to the Participant’s interest except
by means of a writing signed by the Company and Participant. This agreement is governed by the
internal substantive laws, but not the choice of law rules, of California.




     H. NO GUARANTEE OF CONTINUED SERVICE.



          PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY OR
PARTICIPANT’S EMPLOYER (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR
PURCHASING SHARES HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE
VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH PARTICIPANT’S RIGHT OR THE
COMPANY’S (OR PARTICIPANT’S EMPLOYER’S) RIGHT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE
PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.




[Remainder of Page Intentionally Left Blank]




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By Participant’s signature and the signature of the Company’s representative below, Participant and
the Company agree that this Option is granted under and governed by the terms and conditions of the
Plan and this Award Agreement. Participant has reviewed the Plan and this Award Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award
Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby
agrees to accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Award Agreement. Participant further
agrees to notify the Company upon any change in the residence address indicated below.




	 	 	 	 	 
	PARTICIPANT:

	 	 	 	CELL GENESYS, INC.
	 
	 	 	 	 
	 

	 	 	 	 
	Signature

	 	 	 	By
	 
	 	 	 	 
	 

	 	 	 	 
	Print Name

	 	 	 	Title
	 
	 	 	 	 
	 


	 	 	 	 
	Residence Address
	 	 	 	 
	 
	 	 	 	 
	 


	 	 	 	 






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EXHIBIT A




CELL GENESYS, INC.




2005 EQUITY INCENTIVE PLAN




EXERCISE NOTICE




Cell Genesys, Inc.

500 Forbes Boulevard

South San Francisco, CA 94080



Attention: [Title]



     1. Exercise of Option. Effective as of today, ___, ___, the
undersigned (“Purchaser”) hereby elects to purchase ___shares (the “Shares”) of the
Common Stock of Cell Genesys, Inc. (the “Company”) under and pursuant to the 2005 Equity Incentive
Plan (the “Plan”) and the Stock Option Award Agreement dated, ___(the “Award Agreement”). The
purchase price for the Shares shall be $___, as required by the Award Agreement.



     2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase
price for the Shares and any required withholding taxes to be paid in connection with the exercise
of the Option.



     3. Representations of Purchaser. Purchaser acknowledges that Purchaser has received,
read, and understood the Plan and the Award Agreement and agrees to abide by and be bound by their
terms and conditions.



     4. Rights as Shareholder. Until the issuance (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares,
no right to vote or receive dividends or any other rights as a shareholder shall exist with respect
to the Shares subject to the Option, notwithstanding the exercise of the Option. The Shares so
acquired shall be issued to the Participant as soon as practicable after exercise of the Option.
No adjustment shall be made for a dividend or other right for which the record date is prior to the
date of issuance, except as provided in Section 14 of the Plan.



     5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser
represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in
connection with the purchase or disposition of the Shares and that Purchaser is not relying on the
Company for any tax advice.



 









 





     6. Entire Agreement; Governing Law. The Plan and Award Agreement are incorporated
herein by reference. This Agreement, the Plan, and the Award Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety
all prior undertakings and agreements of the Company and Purchaser with respect to the subject
matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a
writing signed by the Company and Purchaser. This agreement is governed by the internal
substantive laws, but not the choice of law rules, of California.



	 	 	 	 	 
	Submitted by:

	 	 	 	Accepted by:
	 
	 	 	 	 
	PURCHASER:

	 	 	 	CELL GENESYS, INC.
	 
	 	 	 	 
	 

	 	 	 	 
	Signature

	 	 	 	By
	 
	 	 	 	 
	 

	 	 	 	 
	Print Name

	 	 	 	Its
	 
	 	 	 	 
	Address:

	 	 	 	Address:
	 
	 	 	 	 
	 

	 	 	 	Cell Genesys, Inc.
	 


	 	 	 	 
	 

	 	 	 	500 Forbes Boulevard
	 

	 	 	 	South San Francisco, CA 94080
	 


	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Date Received







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