exv10w21



 








Exhibit 10.21




IDM PHARMA, INC.

2000 STOCK PLAN




FRENCH ANNEX STOCK OPTION AGREEMENT

(QUALIFIED STOCK OPTIONS)




     Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option
Agreement, IDM Pharma, Inc. (the “Company”) has granted you an option under the French Annex to
its 2000 Stock Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock
indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined
terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the
same definitions as in the Plan.



     The details of your option are as follows:



     1. VESTING. Subject to the limitations contained herein, your option will vest as provided in
your Grant Notice, provided that vesting will cease upon the termination of your Continuous
Service.



     2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your
option and your exercise price per share referenced in your Grant Notice may be adjusted from time
to time for Capitalization Adjustments, as provided in the Plan, to the extent allowed by French
law. Additionally, as provided in Section 12 of the French Annex, the Board shall make any
adjustment to the number of shares of Common Stock subject to your option and your exercise price
per share referenced in your Grant Notice in compliance with French law.



     3. METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or
any part of your option. You may elect to make payment of the exercise price in cash or by check
or in any other manner permitted by your Grant Notice, which may include one or more of the
following:



          (a) In the Company’s sole discretion at the time your option is exercised and provided that at
the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street
Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve
Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check)
by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to
the Company from the sales proceeds.




          (b) Provided that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal, by delivery of already-owned shares of Common Stock either
that you have held for the period required to avoid a charge to the Company’s reported earnings
(generally six months) or that you did not acquire, directly or indirectly from the Company,

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that are owned free and clear of any liens, claims, encumbrances or security interests, and
that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in
the sole discretion of the Company at the time you exercise your option, shall include delivery to
the Company of your attestation of ownership of such shares of Common Stock in a form approved by
the Company. Notwithstanding the foregoing, you may not exercise your option by tender to the
Company of Common Stock to the extent such tender would violate the provisions of any law,
regulation or agreement restricting the redemption of the Company’s stock.




          (c) Pursuant to the following deferred payment alternative:




               (i) Not less than one hundred percent (100%) of the aggregate exercise price, plus accrued
interest, shall be due four (4) years from date of exercise or, at the Company’s election, upon
termination of your Continuous Service.



               (ii) Interest shall be compounded at least annually and shall be charged at the minimum rate
of interest necessary to avoid the treatment as interest, under any applicable provisions of the
Code, of any portion of any amounts other than amounts stated to be interest under the deferred
payment arrangement.



               (iii) At any time that the Company is incorporated in Delaware, payment of the Common Stock’s
“par value,” as defined in the Delaware General Corporation Law, shall be made in cash and not by
deferred payment.



               (iv) In order to elect the deferred payment alternative, you must, as a part of your written
notice of exercise, give notice of the election of this payment alternative and, in order to secure
the payment of the deferred exercise price to the Company hereunder, if the Company so requests,
you must tender to the Company a promissory note and a security agreement covering the purchased
shares of Common Stock, both in form and substance satisfactory to the Company, or such other or
additional documentation as the Company may request.



     4. WHOLE SHARES. You may exercise your option only for whole shares of Common Stock.



     5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, you
may not exercise your option unless the shares of Common Stock issuable upon such exercise are then
registered under the Securities Act or, if such shares of Common Stock are not then so registered,
the Company has determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your option must also comply with other
applicable laws and regulations governing your option, and you may not exercise your option if the
Company determines that such exercise would not be in material compliance with such laws and
regulations.



     6. TERM. The term of your option commences on the Date of Grant and expires upon the earliest
of the following:



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          (a) three (3) months after the termination of your Continuous Service for any reason other
than your Disability or death, provided that if during any part of such three- (3-) month period
your option is not exercisable solely because of the condition set forth in the preceding paragraph
relating to “Securities Law Compliance,” your option shall not expire until the earlier of the
Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months
after the termination of your Continuous Service;




          (b) twelve (12) months after the termination of your Continuous Service due to your
Disability;




          (c) six (6) months after your death if you die either during your Continuous Service or within
three (3) months after your Continuous Service terminates;




          (d) the Expiration Date indicated in your Grant Notice; or




          (e) the tenth (10th) anniversary of the Date of Grant.




     7. EXERCISE.



          (a) You may exercise the vested portion of your option (and the unvested portion of your
option if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a
form designated by the Company) together with the exercise price to the Secretary of the Company,
or to such other person as the Company may designate, during regular business hours, together with
such additional documents as the Company may then require.




          (b) By exercising your option you agree that, as a condition to any exercise of your option,
the Company may require you to enter into an arrangement providing for the payment by you to the
Company of any tax or employee social security charges withholding obligation of the Company
arising by reason of (1) the exercise of your option, or (2) the disposition of shares of Common
Stock acquired upon such exercise.




     8. TRANSFERABILITY. Your option is not transferable, except by will or by the laws of descent
and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing,
by delivering written notice to the Company, in a form satisfactory to the Company, you may
designate a third party who, in the event of your death, shall thereafter be entitled to exercise
your option.



     9. LOCK-UP PERIOD. In the event of an exercise of your option prior to the fourth (4th)
anniversary of the date of grant (as indicated in your Grant Notice), the shares of Common Stock
received upon exercise of such option shall be held in a separate account with a Company brokerage
firm and may not be sold, assigned, donated or otherwise disposed of until the fourth (4th)
anniversary of the date of grant. This lock-up period may be extended, accelerated or reduced by
the Board.



     However, this lock-up period shall not apply if you die or become disabled (as defined under
in the second and third categories of Articles L.341-4 of the French social security code). In
addition, if you retire or are dismissed, this lock-up period shall not apply to any shares of
Common



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Stock received upon exercise of your option, provided that your option was exercised at least
three months prior to the date of your retirement or dismissal. Furthermore, this lock-up period
shall not apply if you exercise your option following the termination of your Continuous Service
within the post-termination exercise period permitted by Section 6(a) above.




     10. RIGHT OF REPURCHASE. To the extent provided in the Company’s bylaws as amended from time
to time, the Company shall have the right to repurchase all or any part of the shares of Common
Stock you acquire pursuant to the exercise of your option.



     11. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and
nothing in your option shall be deemed to create in any way whatsoever any obligation on your part
to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to
continue your employment. In addition, nothing in your option shall obligate the Company or an
Affiliate, their respective shareholders, Boards of Directors, Officers or Employees to continue
any relationship that you might have as a Director or Consultant for the Company or an Affiliate.



     12. WITHHOLDING OBLIGATIONS.




          (a) At the time you exercise your option, in whole or in part, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any other amounts
payable to you, and otherwise agree to make adequate provision for (including by means of a
“cashless exercise” pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy any
applicable taxes and employee social security charges, if any, and/or if you have become a US
resident for tax purposes after the grant of options, federal, state, local and foreign tax
withholding obligations of the Company or an Affiliate, if any, which arise in connection with your
option.




          (b) At the time of the sale, assignment, donation or other disposition of your shares
(including a transfer from your separate brokerage account referenced in Section 9 of this Stock
Option Agreement to another account) and in compliance with any applicable conditions or
restrictions of law, you hereby authorize withholding from payroll and any other amounts payable to
you, and/or from the shares of Common Stock which are being sold, assigned, donated or otherwise
disposed of by you from your separate brokerage account referenced in Section 9 of this Stock
Option Agreement, a number of whole shares of Common Stock having a Fair Market Value, determined
by the Company as of the date of sale, not in excess of the minimum amount of any applicable taxes
and employee social security charges, if any, required to be withheld by law. Any adverse
consequences to you arising in connection with such share withholding procedure shall be your sole
responsibility.




          (c) If you are no longer a resident of France for tax purposes after the grant of options,
upon your request and subject to approval by the Company, in its sole discretion, and compliance
with any applicable conditions or restrictions of law, the Company may withhold from fully vested
shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole
shares of Common Stock having a Fair Market Value, determined by the Company as of the date of
exercise, not in excess of the minimum amount of tax required to be withheld by

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law. Any adverse consequences to you arising in connection with such share withholding
procedure shall be your sole responsibility.




          (d) If you are no longer a resident of France for tax purposes after the grant of options, you
may not exercise your option unless the tax withholding obligations of the Company and/or any
Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired
even though your option is vested, and the Company shall have no obligation to issue a certificate
for such shares of Common Stock or release such shares of Common Stock from any escrow provided for
herein.




     13. NOTICES. Any notices provided for in your option or the Plan shall be given in writing
and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by
the Company to you, fifteen (15) days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company.



     14. GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan, the
provisions of which are hereby made a part of your option, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of your option
and those of the Plan, the provisions of the Plan shall control.




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