Exhibit 10.26


 


FORM OF


 


STOCK OPTION AGREEMENT


 


STOCK OPTION AGREEMENT (this “Agreement”) dated as of «Date»  (the “Date of Grant”) between
MedImmune, Inc., a Delaware Corporation (the “Company”) and «LastName» «LastName»,
(the “Optionee”), which term as used herein shall be deemed to include any
successor to the Optionee by will or by the laws of descent and distribution,
unless the context shall otherwise require. 
Capitalized terms used herein but not defined shall have the meanings
attributed to them in the 2003 Plan (as defined below).


 


Pursuant to the Company’s 2003 Non-Employee Directors Stock Option Plan
(the “2003 Plan”), the Company has authorized the execution and delivery of
this Agreement.  A copy of the 2003 Plan
as in effect on the Date of Grant has been supplied to the Optionee, and the
Optionee hereby acknowledges receipt thereof.


 


NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree
as follows:


 


1.                                       Grant
of Option.  Subject to all the terms
and conditions of the 2003 Plan and this Agreement, the Company has granted to
the Optionee on the Date of Grant an option (the “Option”) to purchase
                   
shares of Common Stock.  The Option is not
intended to qualify under Section 422 of the Code.


 


2.                                       Exercise
Price.  The exercise price per share
of Common Stock covered by this Option shall be $«Price»  (“Option Price”), which is
100% of the Fair Market Value of the Common Stock on the Date of Grant.


 


3.                                       Vesting.


 


(a)                                  The
Optionee’s right to purchase shares under this option shall become vested in
accordance with the following schedule, provided that the Optionee remains a
member of the Board on the respective dates:


 


	
  Shares

  	
   

  	
  Vesting Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  «Date1»

  	
   

  
	
   

  	
   

  	
  «Date2»

  	
   

  
	
   

  	
   

  	
  «Date3»

  	
   

  
	
   

  	
   

  	
  «Date4»

  	
   

  



 


(b)                                  Notwithstanding
paragraph (a) above, if at any time
while the Option is outstanding there is a Change in Control of the Company,
the Option shall be treated in accordance with Section 4.3 of the 2003 Plan.


 


4.                                       Term.  The term of the Option (the “Option Term”)
shall commence on the Date


 





















 


of Grant and shall expire on the tenth anniversary of the Date of
Grant.  Unless the Option shall have been
earlier terminated in accordance with the terms of Section 5 hereof,
shares as to which the Option becomes exercisable pursuant to Section 3 of
this Agreement may be purchased at any time during the Option Term.


 


5.                                       Termination
of Option.  The unexercised portion
of the Option shall automatically terminate and shall become null and void and
be of no further force or effect upon the first to occur of the following:


 


(a)  the expiration of the Option
Term;


 


(b)  the expiration of three
months from the date of termination of the Optionee’s service as a member of
the Board (other than a termination described in subparagraph (c) or (d)
below);


 


(c)  the expiration of 12 months
from the date of termination of the Optionee’s service as a member of the Board
as a result of Optionee’s death or permanent and total disability (within the
meaning of Section 22(e)(3) of the Code); and


 


(d)  immediately upon the
termination of the Optionee’s service as a member of the Board, if such
termination is for “cause” (as defined in Section 6.3 of the 2003 Plan).


 


6.                                       Procedure
for Exercise.


 


(a)  The Option may be exercised,
in whole or part (for the purchase of whole shares only), by delivery of a
written notice (the “Notice”) from the Optionee to the Secretary of the
Company, which Notice shall:


 


(i)  state that the Optionee
elects to exercise the Option;


 


(ii)  state the number of shares
with respect to which the Optionee is exercising the option (the “Optioned
Shares”);


 


(iii)  state the method of
payment for the Optioned Shares pursuant to Section 6(b) hereof;


 


(iv)  in the event that the
Option shall be exercised by any person other than the Optionee pursuant to Section 10
hereof, include appropriate proof of the right of such person to exercise the
Option;


 


(v)  state the date upon which
the Optionee desires to consummate the purchase of the Optioned Shares (which
date must be prior to the termination of the Option and within 30 days of the
date of delivery of the Notice);


 


(vi)  include any representation
of the Optionee required pursuant to Section 9(b) hereof; and


 


(vii) comply with such further provisions consistent with the 2003 Plan
as the


 


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Board may from time to time require.


 


(b)                                 Payment
of the Option Price for the Optioned Shares shall be made (i) in cash or by
cash equivalent acceptable to the Board, (ii) in Common Stock that has been
held by the Optionee for at least six months (or such other period as the Board
may deem appropriate for purposes of applicable accounting rules), valued at
the Fair Market Value of such shares determined on the date of exercise, (iii)
to the extent permitted by the Board, by a broker-assisted “cashless exercise
or (iv) by a combination of the methods described above.


 


(c)                                  No
single exercise of the Option shall be for fewer than 100 shares unless the
number of Optioned Shares purchased is the total number at the time available
for purchase under this Option.


 


7.                                       No
Rights as a Stockholder, Employee, etc.


 


(a)                                  The
Optionee shall not have any privileges of a stockholder of the Company with
respect to any shares of Common Stock subject to (but not acquired upon valid
exercise of) the Option, nor shall the Company have any obligation to issue any
dividends or otherwise afford any rights to which shares of Common Stock are
entitled with respect to any such shares, until the date of the issuance to the
Optionee of a stock certificate evidencing such shares.


 


(b)                                 Nothing
in this Agreement or the Option shall confer upon the Optionee any right to
continue in the service of the Company or any of its subsidiaries or to
interfere in any way with the right of the Company or its subsidiaries or the
stockholders of the Company to terminate the Optionee’s directorship or to
increase or decrease the Optionee’s compensation at any time.


 


8.                                       Adjustments.                        If at any
time while the Option is outstanding, the number of outstanding shares of
Common Stock is changed by reason of a reorganization, recapitalization, stock
split or any of the other events described in Section 4.2 of the 2003
Plan, the number and kind of shares and/or the Option Price of such shares
shall be adjusted in accordance with the provisions of Section 4.2 of the
2003 Plan.


 


9.                                       Additional
Provisions Related to Exercise.


 


(a)                                  The
Option shall be exercisable only on such date or dates and during such period
and for such number of shares of Common Stock as are set forth in this
Agreement.


 


(b)                                 Upon
the exercise of the Option at a time when there is not in effect a registration
statement under the Securities Act relating to the Optioned Shares, the
Optionee hereby represents and warrants, and by virtue of such exercise shall
be deemed to represent and warrant, to the Company that the Optioned Shares
shall be acquired for investment and not with a view to the distribution
thereof, nor with any present intention of distributing the same, and the
Optionee shall provide the Company with such further representations and
warranties as the Company may require in order to ensure compliance with
applicable Federal and state securities, blue sky and other laws.  No Optioned Shares


 


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shall be purchased upon the exercise of the Option unless and until the
Company and/or the Optionee shall have complied with all applicable Federal or
state registration, listing and/or qualification requirements and all other
requirements of law or of any regulatory agencies having jurisdiction, unless
the Board has received evidence satisfactory to it that a prospective Optionee
may acquire such shares pursuant to an exemption from registration under the
applicable securities laws.  Any
determination in this connection by the Board shall be final, binding, and
conclusive.


 


10.                                 Restriction
on Transfer of Option.   The Option
shall be nontransferable except (i) upon the Optionee’s death, by the Optionee’s
will or the laws of descent and distribution or (ii) during the Optionee’s
lifetime and subject to the prior approval of the Board at the time of proposed
transfer, transfer all or part of the Option to the Optionee’s family member
(as defined below).  The transfer of a
Option may be subject to such other terms and conditions as the Board may in
its discretion impose from time to time. 
Subsequent transfers of an Option shall be prohibited other than by will
or the laws of descent and distribution upon the death of the transferee.


 


For purposes hereof, a “family member” shall mean any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person
sharing the employee’s household (other than a tenant or employee), a trust in
which these persons have more than fifty percent of the beneficial interest, a
foundation in which these persons (or the employee) control the management of
assets, and any other entity in which these persons (or the employee) own more
than fifty percent of the voting interests.


 


If the Optionee dies, the Option shall thereafter be exercisable by the
Optionee’s executors or administrators to the extent it was exercisable at the
date of the Optionee’s death and shall not have been previously exercised.  The Option shall not be subject to execution,
attachment or similar process.  Any
attempted assignment, transfer, pledge, hypothecation or other disposition of
the Option contrary to the provisions hereof, and the levy of any execution,
attachment or similar process upon the Option, shall be null and void and
without effect.  No transfer of an Option
by the Optionee by will or by laws of descent and distribution shall be
effective to bind the Company unless the Company shall have been furnished with
written notice thereof and an authenticated copy of the will and/or such other
evidence as the Board may deem necessary to establish the validity of the
transfer.  During the lifetime of an
Optionee, except as provided above, the Option shall be exercisable only by the
Optionee, except that, in the case of an Optionee who is legally incapacitated,
the Option shall be exercisable by the Optionee’s guardian or legal
representative.  In the event of any
transfer of an Option to a family member in accordance with the provisions of
this section, such family member shall thereafter have all rights that would
otherwise be held by such Optionee (or by such Optionee’s guardian, legal
representative or beneficiary), except as otherwise provided herein.


 


11.                                 Restrictive
Legend.    In order to reflect the restrictions on
disposition of Optioned Shares, all stock certificates representing the
Optioned Shares shall, if required by the Company at a time when there is not
in effect a registration statement under the Securities Act relating to the
Optioned Shares, have affixed thereto a legend substantially in the following
form.


 


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN


 


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REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT OR AN OPINION OF
COUNSEL TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.


 


12.                                 Notices.    All notices or other
communications which are required or permitted hereunder shall be deemed
sufficient if contained in a written instrument given by personal delivery,
telex, telecopier, telegram, air courier or registered or certified mail,
postage prepaid, return receipt requested, addressed to such party at the
address set forth below or such other address as may thereafter be designated
in a written notice from such party to the other party:


 


if the Company, to:


MedImmune, Inc.


35 West Watkins Mill Road


Gaithersburg, MD 20878


Attention: Corporate Secretary


 


if to the Optionee, to:


«FirstName» «LastName»


«Address1»


«City», «State» «PostalCode»


 


All such notices, advances and communications shall be deemed to have
been delivered and received (a) in the case of personal delivery, on the date
of such delivery, (b) in the case of telecopier, upon receipt of machine
confirmation, and (c) in the case of mailing, on the third business day
following such mailing.


 


13.                                 No
Waiver.    No waiver of any breach or condition of this
Agreement shall be deemed to be a waiver of any other or subsequent breach or
condition, whether of like or different nature.


 


14.                                 Optionee
Undertaking.  The Optionee shall take
whatever additional actions and execute whatever additional documents the
Company or the Board may in its judgment deem necessary or advisable in order
to carry out or effect one or more of the obligations or restrictions imposed
on the Optionee pursuant to the express provisions of this Agreement.


 


15.                                 Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware, excluding the choice of law rules thereof.


 


16.                                 Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.


 


17.                                 Option
Subject to Plan.  By entering into
this Agreement, the Optionee agrees and acknowledges that the 2003 Plan and the
terms and provisions of the 2003 Plan, as it may be


 


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amended from time to time, are hereby incorporated by reference.  In the event of a conflict between any term
or provision contained in this Agreement and any term or provision of the 2003
Plan, the applicable terms and provisions of the 2003 Plan will govern and
prevail.


 


18.                                 Entire
Agreement.  This Agreement and the
2003 Plan constitute the entire agreement between the parties with respect to
the subject matter hereof and thereof, superceding any and all prior
agreements.


 


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Date of Grant.


 


	
   

  	
  MEDIMMUNE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  NAME:

  
	
   

  	
  TITLE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:   «FirstName»«LastName»

  



 


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