exv10w2



 





EXHIBIT 10.2




Northwest Biotherapeutics, Inc.



2007 Stock Option Plan




Stock Option Agreement

(Incentive Stock Option or Nonstatutory Stock Option)




     Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement,
Northwest Biotherapeutics, Inc. (the “Company”) has granted you an option under its 2007 Stock
Option 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 for Cause as per your Stock Option Grant Notice.



     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. If 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 any other manner permitted by your Grant Notice, which may include one or more of the
following:



          (a) Bank draft or money order payable to the Company.




          (b) 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.




     5. Whole Shares. You may exercise your option only for whole shares of Common Stock.




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     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) immediately upon the termination of your Continuous Service for Cause;




          (b) thirty (30) days 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 thirty (30)
day 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 thirty (30) days 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 thirty (30) days after
the termination of your Continuous Service or (B) the Expiration Date;




          (c) six (6) months after the termination of your Continuous Service due to your Disability;




          (d) twelve (12) months after your death if you die either during your Continuous Service or
within thirty (30) days after your Continuous Service terminates;




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




          (f) 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 your permanent and total disability, as defined in Section 22(e) of the Code. The
Company has provided for extended exercisability 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 thirty
(30) days after the date your employment with the Company or an Affiliate terminates.



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     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 (1) the exercise of
your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common
Stock are subject at the time of exercise, or (3) 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. Transferability.



          (a) Restrictions on Transfer. Your option shall not be transferable except by will or by the
laws of descent and distribution and shall be exercisable during your lifetime only by you;
provided, however, that the Board may, in its sole discretion, permit you to transfer your option
in a manner that is not prohibited by applicable tax and/or securities laws upon your request.




          (b) Domestic Relations Orders. Notwithstanding the foregoing, your option may be transferred
pursuant to a domestic relations order; provided, however, that if your option is an Incentive
Stock Option, your option shall be deemed to be a Nonstatutory Stock Option as a result of such
transfer.




          (c) Beneficiary Designation. Notwithstanding the foregoing, you may, by delivering written
notice to the Company, in a form provided by or otherwise satisfactory to the Company, designate a
third party who, in the event of your death, shall thereafter be entitled to exercise your option.




     10. 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.



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     11. 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 of tax required to be withheld by law (or
such lower amount as may be necessary to avoid classification of the option as a liability for
financial accounting purposes). If the date of determination of any tax withholding obligation is
deferred to a date later than the date of exercise of your option, share withholding pursuant to
the preceding sentence shall not be permitted unless you make a proper and timely election under
Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon
such exercise with respect to which such determination is otherwise deferred, to accelerate the
determination of such tax withholding obligation to the date of exercise of your option.
Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from
fully vested shares of Common Stock determined as of the date of exercise of your option that are
otherwise issuable to you upon such exercise. 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.




     12. 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.



     13. Headings. The headings of the Sections in this Stock Option Agreement are
inserted for convenience only and shall not be deemed to constitute a part of this Stock Option
Agreement or to affect the meaning of this Stock Option Agreement.



     14. Amendment. Nothing in this Stock Option Agreement shall restrict the Company’s
ability to exercise its discretionary authority pursuant to Section 2 of the Plan; provided,
however, that no such action may, without your consent, adversely affect your rights under your
option.



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15. Miscellaneous.




          (a) The rights and obligations of the Company under your option shall be transferable to any
one or more persons or entities, and all covenants and agreements hereunder shall inure to the
benefit of, and be enforceable by the Company’s successors and assigns.




          (b) You agree upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Company to carry out the purposes or intent of your
option.




          (c) You acknowledge and agree that you have reviewed your option in its entirety, have had an
opportunity to obtain the advice of counsel prior to executing and accepting your option and fully
understand all provisions of your option.




     16. 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.



     17. Choice of Law. The interpretation, performance and enforcement of this Stock
Option Agreement shall be governed by the law of the state of Delaware without regard to such
state’s conflicts of laws rules.




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ATTACHMENT 1




Northwest Biotherapeutics, Inc.




2007 Stock Option Plan




Notice of Exercise




	 	 	 
	Name

	 	 
	 

	 	 
	Address:

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	Date:

	 	____________________, 20____






Northwest Biotherapeutics, Inc.

7600 Wisconsin Avenue, N.W.

Suite 750

Bethesda, Maryland 20814

Attention: [insert appropriate contact]




     By a Stock Option Agreement dated _________, 20___(the “Option Agreement”), I am
the holder of an Option granted under the Northwest Biotherapeutics, Inc. 2007 Stock Option Plan
(the “Plan”) to purchase up to ______ shares of Northwest Biotherapeutics, Inc. common stock
(the “Shares”) at an exercise price of $______ per Share. My Option is [an Incentive] [a
Nonstatutory] Stock Option.



     I hereby exercise my Option to purchase ______Shares, for which the total exercise price
is $______. I have arranged to pay the exercise price as follows:



	 	 	 
	 
 


	 	I am enclosing with this notice cash, a check, a bank draft, or a
money order payable to Northwest Biotherapeutics, Inc. for
$______.
	 
	 	 
	 
 


	 	With approval from the Board of Directors of Northwest
Biotherapeutics, Inc. (the “Board”), pursuant to a program developed
under Regulation T as promulgated by the Federal Reserve Board that,
prior to the issuance of the stock subject to the Option, results in
either the receipt of cash (or check) by Northwest Biotherapeutics,
Inc. or the receipt of irrevocable instructions to pay the aggregate
exercise price to Northwest Biotherapeutics, Inc. from the sales
proceeds;
	 
	 	 
	 
 


	 	With approval from the Board, the following method as set forth in my

Option Agreement:
	 
	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 





 









 





     I understand that my Option may be exercised only to the extent that it is vested, and that it
will not be deemed exercised with respect to any Shares until the exercise price has been received
by the [insert appropriate contact] of Northwest Biotherapeutics, Inc. (or by a person designated
by the [insert appropriate contact]).



     I understand that if I received my Option as an employee of Northwest Biotherapeutics, Inc.,
exercise of my Option might trigger certain federal, state, and local tax withholding obligations
(although withholding will not be required with respect to exercise of an Incentive Stock Option).
I have arranged to satisfy the withholding obligations by one or a combination of the following
methods (to the extent permitted under my Option Agreement) and if I elected more than one method,
I have specified the relative proportions below:



	 	 	 
	 
 


	 	I am enclosing with this notice a check for $______, which
Northwest Biotherapeutics, Inc. has determined to be sufficient to
satisfy all withholding obligations.
	 
	 	 
	 
 


	 	I authorize Northwest Biotherapeutics, Inc. to withhold Shares with a
Fair Market Value equal to the amount that must be withheld. I
understand that only whole Shares will be withheld and that any
fractional Shares required to be withheld will be rounded up to the
next whole Share.
	 
	 	 
	 
 


	 	I authorize Northwest Biotherapeutics, Inc. to withhold cash from an
Option settled in cash equal to the amount that must be withheld.
	 
	 	 
	 

	 	The following method as set forth in my Option Agreement:
	 
	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 




Notwithstanding the provisions for withholding, I understand that I remain responsible at all times
for paying any federal, state, and local income and employment taxes with respect to my Option and
that Northwest Biotherapeutics, Inc. is not responsible for any liability or penalty that I incur
by failing to make timely payments of tax.




	 	 	 	 	 
	 

	 	Please register my stock certificate as follows:	 	 
	 
	 	 	 	 
	Name:

	 	 
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Address:

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Tax I.D. #:

	 	 	 	 
	 

	 	 	 	 





     If my Option is an Incentive Stock Option, I will notify the [insert appropriate contact] of
Northwest Biotherapeutics, Inc. within 30 days after any transfer of Shares acquired



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pursuant to my exercise of the Option that occurs within one (1) year after the date of
exercise or within two (2) years after the date the Option was granted.




     I further understand and acknowledge that my exercise of this Option and receipt of the Shares
are subject to the terms and conditions of the Plan and the Option Agreement, which I have received
and carefully reviewed. I understand the terms and conditions and agree to be bound by them.



	 	 	 	 	 
	 	Sincerely,

 	 
	 	 	 
	 	Signature 	 
	 	 	 
	 



Received by Northwest Biotherapeutics, Inc.: _________________, 20____




Approved




	 	 	 	 	 
	By:
	 	 	 	 
	 
	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 






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