Exhibit 10.23


 


FORM OF


 


MEDIMMUNE, INC.


 


STOCK OPTION AGREEMENT


 


STOCK OPTION
AGREEMENT (this “Agreement”) dated as of                                      ,
20          (the “Date of Grant”)
between MedImmune, Inc., a Delaware Corporation (the “Company”) and                                                     ,
(the “Optionee”).  Capitalized terms used
herein but not defined shall have the meanings attributed to them in the
Company’s 2004 Stock Incentive Plan (the “Plan”).


 


Pursuant to the Plan, the Company has authorized the
execution and delivery of this Agreement. 
A copy of the 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 Plan and this Agreement, the Company has granted to the
Optionee on the Date of Grant an option (the “Option”) to purchase                         
shares of the common stock of the Company, $.01 par value (the “Common Stock”).  The Option consists of an option (the “Incentive
Option”) to purchase shares of Common Stock that is intended to qualify as an “incentive
stock option” under Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”), and an option (the “Nonqualified Option”) to purchase                         
shares of Common Stock that 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 $                               (“Option Price”), which is 100% of the fair market value of
the Common Stock on the Date of Grant, determined in accordance with the terms
of the Plan.


 


3.                                       Vesting.  The Optionee’s right to purchase shares under
this Option shall become vested in accordance with the following schedule,
provided that the Optionee remains an employee of the Company or any of its
Subsidiaries on the respective dates:


 


	
  NUMBER OF SHARES

  	
   

  	
  VESTING DATE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 





















 


In accordance with the
foregoing schedule, such shares that may be purchased under an Incentive Option
(based on the limitation described in Section 4 hereof) shall first become
exercisable, and the remaining shares that may be purchased under a
Nonqualified Option shall become exercisable thereafter.  The vesting of the Option will cease upon
termination of the Optionee’s employment with the Company or any Subsidiary,
irrespective of whether the Optionee continues to provide services to the
Company or a Subsidiary following termination of employment.


 


4.                                       ISO
Limitation.  Pursuant to Section
422(d) of the Code, to the extent the aggregate fair market value of Common
Stock with respect to which the Incentive Option (together with any other
incentive stock options of the Company and its Subsidiaries), valued on the
Date of Grant, that is exercisable for the first time by the Optionee during
any calendar year exceeds $100,000, the portion of the Option representing such
excess shall not be treated as an Incentive Option, but shall instead be
treated as a Nonqualified Option under this Agreement.


 


5.                                       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 hereof or the terms of the Plan.  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.


 


6.                                       Termination
of Option.  Except as otherwise
provided in Section 10 hereof, 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)                     other
than a termination of Service (as defined below) described in subparagraph (c)
or (d) below, the expiration of six months from the date of termination of the
Optionee’s Service for a Nonqualified Option and the expiration of three months
from the date of termination of the Optionee’s Service for an Incentive Option;
provided, however, that if the Optionee shall die during such
three or six month period, as the case may be, the time of termination of the
unexercised portion of the Option shall be determined in accordance with
subparagraph (c) below; provided, further, that with respect only
to the Nonqualified Option, if the Optionee shall be rehired by the Company
during such three-month period, such termination shall be deemed for purposes
of this subparagraph (b) to never have occurred;


 


(c)                      the
expiration of 12 months from the date of termination of the Optionee’s Service
if such termination is a result of Optionee’s death or Disability; and


 


(d)                     immediately
upon the termination of the Optionee’s Service if such termination is for
Cause.


 


For purposes hereof, “Service” will include employment by the Company
or any Subsidiary and


 


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service to the Company or a Subsidiary as a consultant pursuant to a
written agreement provided such consultancy immediately follows the Optionee’s
termination of employment with the Company or a Subsidiary.


 


7.                                       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 or other form of notice approved by the
Committee (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 7(b) hereof;


 


(iv)                  in
the event that the Option shall be exercised by any person other than the
Optionee pursuant to Section 12 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 after the date of delivery of the Notice);


 


(vi)                  include
any representation of the Optionee required pursuant to Section 11(b) hereof;
and


 


(vii)               comply
with such further provisions consistent with the Plan as the Committee 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, (ii) in Common Stock that has been held by the Optionee for at
least six months (or such other period as the Committee 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) at the discretion of
the Committee, by a broker-assisted “cashless exercise,” or (iv) by a
combination of the methods described above.


 


(c)                       The
Company shall be entitled to require as a condition of delivery of the Optioned
Shares that the Optionee remit or, in appropriate cases, agree to remit when
due, an amount in cash sufficient to satisfy all current or estimated future
Federal, state and local withholding tax and employment tax requirements
relating thereto.


 


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(d)                      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.


 


8.                                       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 employment or
directorship or to increase or decrease the Optionee’s compensation at any
time.


 


9.                                       Adjustments.  If there shall occur any recapitalization,
reclassification, stock dividend, stock split, reverse stock split, or other
distribution with respect to the shares of Common Stock, or any merger,
reorganization, consolidation or other change in corporate structure affecting
the Common Stock, the Committee may, in the manner and to the extent that it
deems appropriate and equitable to the Optionee and consistent with the terms
of the Plan, cause an adjustment to be made in (i) the number and kind of
shares of Common Stock subject to the Option, (ii) the Option Price, and
(iii) any other terms of the Option that are affected by the event.  Notwithstanding the foregoing, in the case of
Incentive Options, any such adjustments shall be made in a manner consistent
with the requirements of Section 424(a) of the Code and, to the extent
considered advisable by the Committee, in a manner consistent with the
requirements of Section 162(m) of the Code.


 


10.                                 Change
in Control.


 


(a)                      In
the event of a Change in Control of the Company during the Optionee’s
employment with the Company or any of its Subsidiaries, the Option shall become
fully vested and immediately exercisable to the extent that the Option has not
already become so vested and exercisable.


 


(b)                     In
the event that the Optionee’s employment with the Company or any of its
Subsidiaries is terminated by the Company without Cause or by the Optionee with
“good reason” (as such term is defined in the Optionee’s employment agreement
with the Company or any of its Subsidiaries in effect upon such termination)
within six months following the effective date of a Change in Control, the
Optionee shall retain the right to exercise the Option until the earlier to
occur of (i) thirty-six (36) months following the date of such termination, and
(ii) the expiration of the original full term of the Option.


 


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11.                                 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 of 1933 relating to the shares of Common
Stock, the Optionee hereby represents and warrants, and by virtue of such
acquisition shall be deemed to represent and warrant, to the Company that the
shares of Common Stock shall be acquired for investment and not with a view to
the distribution thereof, and not 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 shares of Common Stock shall be
acquired 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 Committee has received evidence satisfactory to
it that the Optionee may acquire such shares pursuant to an exemption from
registration under the applicable securities laws.  Any determination in this connection by the
Committee shall be final, binding and conclusive.  The Company reserves the right to legend any
certificate for shares of Common Stock, conditioning sales of such shares upon
compliance with applicable federal and state securities laws and regulations.


 


12.                                 Restriction
on Transfer of Option.  The Option
may not be transferred, pledged, assigned, hypothecated or otherwise disposed
of in any way by the Optionee, except by (i) will or by the laws of descent and
distribution or (ii) only in the case of a Nonqualified Option, the Optionee
may, during his or her lifetime and subject to the prior approval of the
Committee at the time of proposed transfer, transfer all or part of the
Nonqualified Option to or for the benefit of the Optionee’s “family members”
(as defined under SEC rules for the Form S-8 registration statement).  Subsequent transfers of such Nonqualified
Option shall be prohibited other than by will or the laws of descent and
distribution upon the death of the transferee. 
In the event an Optionee becomes legally incapacitated, his or her
Option shall be exercisable by his or her legal guardian, committee or legal
representative.  If the Optionee dies,
the Option shall thereafter be exercisable by the Optionee’s executors or
administrators.  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.


 


13.                                 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


 


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address as may thereafter
be designated in a written notice from such party to the other party:


 


if to the Company, to:


 


MedImmune, Inc.


One Medimmune Way


Gaithersburg, MD 20878


 


if to the Optionee, to:


 


 


 


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.


 


14.                                 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.


 


15.                                 Optionee
Undertaking.  The Optionee shall take
whatever additional actions and execute whatever additional documents the
Company or the Committee 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.


 


16.                                 Limitation
on Disposition of Incentive Stock Option Shares.  It is understood that any Incentive Option
granted hereunder is intended to qualify as an “incentive stock option” as
defined in Section 422 of the Code. 
Accordingly, the Optionee understands that in order to obtain the
benefits of an incentive stock option under Section 422 of the Code, no sale or
other disposition may be made of any shares acquired upon exercise of the
Incentive Option within one year after the day of the transfer of such shares
to the Optionee, nor within two years after the grant of the option.  If the Optionee intends to dispose, or does
dispose (whether by sale, exchange, gift, transfer or otherwise), of any such
shares within said periods, the Optionee will notify the Company in writing
within ten days after such disposition. 
In addition, the Optionee understands that in order to obtain the
benefits of an incentive stock option under Section 422 of the Code, an
Incentive Option must be exercised within three months of the Optionee’s
termination of employment with the Company or any of its Subsidiaries.  The foregoing limitations do not apply to the
Nonqualified Option or any shares acquired by exercise of the Nonqualified
Option.


 


17.                                 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.


 


18.                                 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


 


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instrument.


 


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


 


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


 


	
   

  	
  MEDIMMUNE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  



 


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