Form of Option Agreement and Form of Option Grant Notice




 Exhibit 10.24 
  

			
	 Notice of Grant of Stock Options
 and Option
Agreement
	  	 Jazz Pharmaceuticals, Inc.
 ID:

3180 PORTER DR
 PALO ALTO, CA 94304


  

					
	[Name]	  	Option Number:	  	
	[Address]	  	Plan:	  	2007
		  	ID:	  	

 Effective [date], you have been granted a(n) [Incentive][Nonstatutory] Stock Option to buy [number] shares of Jazz
Pharmaceuticals, Inc. (the Company) stock at $[price] per share. 
 The total option price of the shares granted is $[price]. 
 Shares in each period will become fully vested on the date shown. 
  

							
	 Shares
	  	 Vest Type
	  	 Full Vest
	  	 Expiration

	[number of shares]	  	[schedule of vesting]	  	[fully-vested date]	  	[expiration date]

 By your signature and the Company’s signature below, you and the Company agree that these options are granted
under and governed by the terms and conditions of the Company’s 2007 Equity Incentive Plan as amended and the Option Agreement, all of which are attached and made a part of this document. 
  

					
		 		 	
			
	   	 		 	   
	Jazz Pharmaceuticals, Inc.	 		 	Date
			
	   	 		 	   
	[Name]	 		 	Date
		 		 	 Date:
                      
 Time:
                     










 JAZZ PHARMACEUTICALS, INC. 
 2007 EQUITY INCENTIVE PLAN 
 OPTION AGREEMENT 
 (INCENTIVE
STOCK OPTION OR NONSTATUTORY STOCK OPTION) 
 Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, Jazz Pharmaceuticals, Inc. (the “Company”) has granted you an option under its 2007 Equity Incentive 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 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. 
 3. EXERCISE RESTRICTION FOR NON-EXEMPT
EMPLOYEES. In the event that you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (i.e., a “Non-Exempt Employee”), you may not exercise your
option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in your Grant Notice, notwithstanding any other provision of your option. 
 4. 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 one or more of the following manners: 
 (a)
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
to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock 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 

  

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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. 
 5. WHOLE SHARES. You may exercise your option only for whole shares of Common Stock. 
 6. 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 also must 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. 
 7. TERM. You may not exercise your option before the commencement or after the expiration
of its term. The term of your option commences on the Date of Grant and expires upon the earliest of the following: 
 (a) three
(3) months after the termination of your Continuous Service for any reason other than your Disability or death; provided, however, that (i) if during any part of such three (3) month period your option is not exercisable solely
because of the condition set forth in Section 6, 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 and (ii) if (x) you are a Non-Exempt Employee, (y) you terminate your Continuous Service within six (6) months after the Date of Grant specified in your Grant Notice, and (z) you have vested in a portion
of your option at the time of your termination of Continuous Service, your option shall not expire until the earlier of (A) the later of the date that is seven (7) months after the Date of Grant specified in your Grant Notice or the date
that is three (3) months after the termination of your Continuous Service, or (B) the Expiration Date; 
 (b) twelve
(12) months after the termination of your Continuous Service due to your Disability; 
 (c) eighteen (18) 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 day before the tenth (10th) anniversary of the Date of
Grant. 
 If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive
Stock Option, the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate,
except in the event of your death or Disability. The Company has provided for extended exercisability 

  

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of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if
you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or
an Affiliate terminates. 
 8. EXERCISE. 
 (a) You may exercise the vested portion of your option 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
withholding obligation of the Company arising by reason of (i) the exercise of your option, or (ii) the disposition of shares of Common Stock acquired upon such exercise. 
 (c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen
(15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one (1) year after such shares of
Common Stock are transferred upon exercise of your option. 
 9. CHANGE IN CONTROL.

 (a) If your Continuous Service terminates either within twelve (12) months following or one (1) month prior to the
effective date of a Change in Control due to an Involuntary Termination Without Cause, the vesting and exercisability of your option shall be accelerated in full. 
 (b) “Involuntary Termination Without Cause” means the involuntary termination of your Continuous Service for reasons other than death, Disability, or Cause. For this purpose,
“Cause” means that, in the reasonable determination of the Company, you have (i) committed an intentional act or acted with gross negligence that has materially injured the business of the Company; (ii) intentionally refused or
failed to follow lawful and reasonable directions of the Board or the appropriate individual to whom you report; (iii) willfully and habitually neglected your duties for the Company; or (iv) been convicted of a felony involving moral
turpitude that is likely to inflict or has inflicted material injury on the business of the Company. Notwithstanding the foregoing, Cause shall not exist based on conduct described in clause (ii) or (iii) unless the conduct described in
such clause has not been cured within fifteen (15) days following your receipt of written notice from the Company specifying the particulars of the conduct constituting Cause. Any determination by the Company that your Continuous Service was
terminated by reason of dismissal without Cause for the purposes of this Option Agreement shall have no effect upon any determination of the rights or obligations of you or the Company for any other purpose. 
  

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 10. PARACHUTE PAYMENTS 
 (a) If any payment or benefit you would receive in connection with a Change in Control from the Company or otherwise
(“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the
Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Payment are paid to you, which of the following two alternative forms of payment would maximize your after-tax proceeds:
(i) payment in full of the entire amount of the Payment (a “Full Payment”), or (ii) payment of only a part of the Payment so that you receive the largest payment possible without the imposition of the Excise Tax (a
“Reduced Payment”), whichever amount results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. For purposes
of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable
marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). 
 (b) If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, and you shall have no rights to any additional payments and/or benefits constituting the
Payment, and (ii) reduction in payments and/or benefits shall occur in the following order unless you elect in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on
which the event that triggers the Payment occurs): (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and
(4) reduction of other benefits paid to you. In the event that acceleration of compensation from your equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the date of grant (i.e.,
earliest granted Stock Award cancelled last) unless you elect in writing a different order for cancellation. 
 (c) The accounting
firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor
for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the
determinations by such accounting firm required to be made hereunder. 
 (d) The accounting firm engaged to make the determinations
hereunder shall provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by you
or the Company) or such other time as requested by you or the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall 

  

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furnish you and the Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith
determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company. 
 11.
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. In addition, you may transfer your option to a trust if you are considered to be
the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust, provided that you and the trustee enter into transfer and other agreements required by the Company. 

12. 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 stockholders, 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. 
 13. 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 the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.

 (b) Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal
conditions or restrictions, 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 required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). Any adverse
consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. 
 (c) 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 unless such obligations are satisfied. 
  

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 14. 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, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you
provided to the Company. 
 15. 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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