exv10w39



 


Exhibit 10.39

Standard Non-plan Option Award Agreement


THIS OPTION, AND ANY SECURITIES WHICH MAY BE ACQUIRED UPON THE EXERCISE OF THIS
OPTION, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION, UNLESS AN EXEMPTION FROM THE REQUIREMENT OF
SUCH REGISTRATION IS THEN AVAILABLE (AND, IF REASONABLY REQUESTED BY THE
COMPANY, DEMONSTRATED BY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).


OPTION TO PURCHASE

(NUMBER) SHARES OF COMMON STOCK

PAR VALUE $0.01 PER SHARE

OF UNITED THERAPEUTICS CORPORATION



     For
value received, «Title» «First Name» «Last
Name», an individual residing in «State» (the “Optionee”), is
entitled to subscribe for and purchase from United Therapeutics Corporation, a
Delaware corporation (the “Company”), from (DATE) (the “Option Award Date”),
«Stock_Options» shares (the “Shares”) of the Company’s common stock, par value
$0.01 per share (“Common Stock”), at a price equal to the closing price of the
Common Stock on the NASDAQ market of «Dollar_Value» per share (the “Exercise Price”). The
Shares issuable pursuant to this Option are subject to the vesting schedule set
forth below. The Optionee’s right to purchase Shares pursuant to this Option
shall terminate ten years from the Option Award Date.


     This Option is subject to the following additional provisions, terms and
conditions:


     1.     Vesting. This Option shall be fully vested in the Optionee on the
«Vesting Dates» so long as Optionee remains fully employed with
United Therapeutics or its subsidiaries.


     The Option shall be an inducement option granted outside any equity
incentive plan adopted by the Company. The Option shall be fully exercisable
once vested, but in any event must be exercised not later than ten years from
the Option Award Date.


     Notwithstanding the foregoing, the Option shall become fully vested and
immediately exercisable in full upon the earlier to occur of (i) the closing
date of the sale of all or substantially all of the Company’s assets, or (ii)
the execution of a definitive agreement of any merger in which the Company is a
party but not the surviving corporation and the stockholders of the Company
own, immediately after such merger, less than 50% of the equity securities of
the surviving corporation.


     2.     Exercise of Option.


            a.     Manner of Exercise. This Option may be exercised by the Optionee, in
whole or in part, with written notice of exercise to the Company in the form
provided at Attachment A hereto at the principal office of the Company (which,
for the purposes of this Option, shall be deemed to be the Company’s address
for notice purposes as provided in Section 8 below) accompanied by payment (in
cash, certified check or bank draft payable to the order of the Company) of the
Exercise Price multiplied by the number of Shares for which this Option is
being exercised.


            b.     When Exercise Effective. Each exercise of this Option shall be deemed
to have been effected on the date on which the Optionee provides the Company
with the deliveries contemplated by Section 2(a) above.


            c.     Delivery of Stock Certificates. Unless the Company has registered the
Shares underlying Optionee’s Option on a Form S-8 or otherwise, the
certificates representing the Shares upon any exercise of this Option shall
bear the restrictive legend set forth in Section 9 below and shall be delivered
to the Optionee promptly following such exercise. A new Option exercisable for
the number of Shares, if any, with respect to which this Option shall not have
been exercised shall also be delivered to the Optionee.


     3.     Shares Issuable Upon Exercise.







 


            a.     Reserved. The Company covenants and agrees that, upon issuance
pursuant to an exercise of this Option in accordance with its terms, the Shares
shall be duly authorized and validly issued, fully paid and nonassessable. The
Company will at all times reserve and keep available, solely for issuance and
delivery upon the exercise of this Option, such number Shares as shall be
issuable from time to time upon the exercise of this Option.


            b.     Restricted Securities. Optionee acknowledges that the Company is
issuing this Option in reliance on the exemption from registration provided in
Section 4(2) of the Securities Act. Optionee acknowledges that the Shares to
be issued upon the exercise of this Option may be unregistered at the time of
exercise and, in such event, Optionee agrees that the Shares be issued upon the
exercise of this Option may only be offered, sold or transferred if registered
under the Securities Act or pursuant to an exemption from the registration
requirements thereunder. Optionee understands that absent registration of the
Shares to be issued upon the exercise of this Option under the Securities Act,
compliance with an applicable exemption under the Securities Act is required
for a sale or other disposition of such shares. Optionee understands that, so
long as the legend provided in Section 9 below may remain on the certificates
representing the Shares to be issued upon the exercise of this Option, the
Company may maintain appropriate “stop transfer” orders with respect to such
shares on its books and records and with its registrar and transfer agent.


     4.     Adjustment. The Exercise Price and/or the number and type of
securities issuable upon any exercise of this Option shall be subject to
adjustment from time to time as provided in this Section 4.


            a.     If the Company at any time divides the outstanding shares of its Common
Stock into a greater number of shares (whether pursuant to a stock split, stock
dividend or otherwise) and conversely, if the outstanding shares of its Common
Stock are combined into a smaller number of shares, the number of Shares
available upon any exercise of this Option and the Exercise Price in effect
immediately prior to such division or combination shall be proportionately
adjusted to reflect the reduction or increase in outstanding shares.


            b.     If any capital reorganization or reclassification of the capital stock
of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of shares of Common
Stock shall be entitled to receive stock, other securities or assets with
respect to or in exchange for such shares of Common Stock, then, as a condition
of such reorganization, reclassification, consolidation, merger or sale, the
holder of this Option shall have the right to purchase and receive upon the
basis and upon the terms and conditions specified in this Option and in lieu of
the Shares immediately theretofore purchasable upon the exercise of this
Option, such shares of stock, other securities or assets as would have been
issued or delivered to the Optionee if the Optionee had exercised this Option
and had received such Shares prior to such reorganization, reclassification,
consolidation, merger or sale. The Company shall not effect any such
consolidation or merger unless, prior to the consummation thereof, the
successor corporation (if other than the Company) resulting from such
consolidation or merger shall assume by written instrument executed and mailed
to the Optionee (i) the obligation to deliver to the Optionee such shares of
stock, other securities or assets as, in accordance with the foregoing
provisions, the Optionee may be entitled and (ii) the other obligations of the
Company set forth in this Option.


            c.     Promptly following any adjustment under this Section 4, the Company
shall give written notice thereof (by first class mail, postage prepaid) to the
Optionee (at the Optionee’s address as shown on the books of the Company),
which notice shall state the Exercise Price and number of Shares (or other
securities or assets) resulting from such adjustment, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.


     5.     No Rights as Stockholder; Notice. The Optionee shall not by virtue of
this Option be entitled to any rights of a stockholder of the Company.
However, the Company shall give notice to the Optionee if at any time prior to
the expiration or exercise in full of this Option any of the following events
shall occur:


     (a)  the Company shall declare any dividend or distribution with respect to
its capital stock;


     (b)  a dissolution, liquidation or winding up of the Company shall be
proposed; or


     (c)  a capital reorganization or reclassification of the capital stock of
the Company, any consolidation or merger of the Company with or into another
corporation, any transaction or series of transactions in which more than fifty
percent (50%) of the voting securities of the Company are transferred to
another person, or any sale or conveyance to another corporation of the
property of the Company as an entirety or substantially as an entirety.







 


     Such giving of notice shall be effected at least five (5) business days
prior to the date fixed as a record date or the date of closing of the
Company’s stock transfer books for the determination of the stockholders
entitled to such dividend or distribution, or for the determination of the
stockholders entitled to vote on such proposed merger, consolidation, sale,
conveyance, dissolution, liquidation or winding up. Such notice shall specify
such record date or the closing date or the date of closing the stock transfer
books, as the case may be.


     6.     Registered Owner. This Option is not transferable and the Company
shall treat the Optionee as the owner for all purposes.


     7.     Loss, Theft, Destruction, or Mutilation. Upon receipt by the Company
of satisfactory evidence of the loss, theft, destruction or mutilation of this
Option and either (in the case of loss, theft or destruction) indemnification
satisfactory to the Company or (in the case of mutilation) the surrender of
this Option for cancellation, the Company will execute and deliver to the
Optionee, without charge, an Option of like denomination.


     8.     Notices. Except as otherwise provided herein, any notice or demand
desired or required to be given hereunder shall be in writing and given by
personal delivery, certified or registered mail or air courier addressed as
follows:



	 	If to the Company:	Martine Rothblatt

United Therapeutics Corporation

1110 Spring Street

Silver Spring, Maryland 20910




	 	If to Optionee:	«Title»«FIrstName»«LastName»
	 	 	

	 	 	





	 	     




	 	     



or to such other address as the party to receive the notice or request shall
designate by notice to the other. Any notice or request shall be deemed given
when received.


     9.     Legend. Unless the Company has registered the Shares on a Form S-8 or
otherwise, the Company will cause each certificate representing Shares issued
upon exercise of this Option to bear legend in substantially the following
form:



		
	 	 “The securities represented by this certificate have not been
registered under the Securities Act of 1933 (the “1933 Act”) or
state securities laws and may not be sold or transferred without
such registration or in compliance with an applicable exemption
from such registration.”



     10.     Taxes. The Optionee shall be solely responsible for the payment all
taxes that Optionee may incur in connection with the issuance, delivery or
exercise of this Option (as well as the issuance or delivery of Shares upon any
exercise of this Option).


     11.     Miscellaneous. Neither this Option nor any term hereof may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. The terms of this Option shall be binding
upon the successors of the Company. The Section headings in this Option are
for purposes of references only and shall not limit or otherwise affect the
meaning hereof.


     IN WITNESS WHEREOF, the Company has caused this Option to be signed and
delivered by its duly authorized officer as of (DATE).



	 	United Therapeutics Corporation

a Delaware corporation




	 	By:      


Fred Hadeed, Chief Financial Officer








 



	 	AWARDEE



(Signature)







(Printed Name/Address)



Attachment A



UNITED THERAPEUTICS CORPORATION

OPTION EXERCISE

NON-PLAN

(To be signed only upon an exercise of the Option)



United Therapeutics Corporation

1110 Spring Street, Silver Spring, MD 20910

Attn: Compensation Committee c/o Therese Fergo, M.B.A., Staff Vice
President of Employee and Shareholder Relations


The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the Option Award Agreement dated
                  for
                    
shares of Common Stock* (“Option Shares”) at $
               /share, and to purchase
thereunder by (CHECK ONE OF THE FOLLOWING AS APPLICABLE), (subject to approval
by the General Counsel):


[ ] exercise and hold with payment by cash or check (enclosed herewith), or


[ ] cashless exercise

          [ ] by the surrender of previously owned shares

          [ ] by broker sale “cashless exercise”


and, requests that a certificate for the Option Shares be issued to me at the
below listed address:
     



	 	

Name

     



Address

     








	 	

Social Security No.




	Dated:                 ,
        	 




	 	Signature:	


Name (please print)



APPROVED
BY GENERAL COUNSEL           
          
          
          
          Dated:
             
       



* If the number of Option Shares shall not be all the Option Shares
purchasable upon exercise of the Option represented by the Option Award
Agreement, the balance of the Option Shares purchasable upon exercise of the
Option shall be evidenced by a new Option Award Agreement between the Company
and the undersigned indicated and delivered to the address stated above.