exv10w6w1






EXHIBIT 10.6.1




IMPAX LABORATORIES, INC.

STOCK OPTION GRANT




	 	 	 	 	 
	Optionee Name:
	 	{FirstName}       {LastName}	 	 
	 	 	 

	 	 
	Address:
	 	 	 	 
	 	 	 

	 	 
	 	 	 	 	 
	 	 	 

	 	 
	 	 	 	 	 
	 	 	 

	 	 
	 
	Total Option Shares:	 	{Grant}	 
	 	 	 

	 	 
	 
	Exercise Price Per Share:	 	 	 
	 	 	 

	 	 
	 
	Date of Grant:	 	 	 
	 	 	 

	 	 
	 
	Expiration Date:	 	 	 
	 	 	 

	 	 





	 	 	 
	Type of Option:
	 	o Incentive Stock Option
	 	 	o Nonstatutory Stock Option





1. GRANT OF OPTION — Impax Laboratories, Inc. (the “Company”), hereby grants to Optionee named
above (“Optionee”) and Optionee hereby accepts a nontransferable option to purchase the total
number of shares of common stock of the Company set forth above (the “Shares”) at the exercise
price per share set forth above (the “Exercise Price”), subject to all of the terms and conditions
of this Stock Option Grant (this “Option”) and the Company’s 2002 Equity Incentive Plan (the
“Plan”). Optionee acknowledges receipt of a copy of the Plan, which is attached hereto as Exhibit
A. Optionee represents that he or she is familiar with the terms and conditions of the Plan and
hereby accepts this Option subject to all of the terms and conditions hereof and thereof. Optionee
hereby agrees to accept as binding, conclusive, and final, all decisions and interpretations of the
Board, or Committee, if applicable, (hereinafter the “Board”), as to any questions or disputes
arising under the Plan or this Option.



If designated as an Incentive Stock Option above, this Option is intended to qualify as an
“incentive stock option” (“ISO”) within the meaning of
Section 422 of the Code. Unless otherwise defined herein, capitalized terms used herein shall have
the meanings ascribed to them in the Plan.




 









 







2. RIGHT TO EXERCISE — During Optionee’s continued service with the Company or any Parent or
Subsidiary of the Company (or, in the case of a Nonstatutory Stock Option, an Affiliate of the
Company), this Option shall become exercisable over four years in 25% equal annual installments
from the date of the grant. Subject to earlier termination as provided in Section 5 below, to the
extent that this Option has become exercisable with respect to the Shares covered thereby, this
Option may thereafter be exercised by Optionee, in whole or in part, at any time or from time to
time prior to the Expiration Date.



3. RESTRICTION ON EXERCISE — This Option may not be exercised unless such exercise is in compliance
with the Securities Act, the Exchange Act, regulations promulgated thereunder and all applicable
state securities laws as they are in effect on the date of exercise, and the requirements of any
stock exchange or national market system on which the Company’s common stock may be listed at the
time of exercise. Optionee understands that the Company is under no obligation to register, qualify
or list the Shares with the Securities and Exchange Commission (“SEC”), any state securities
commission, or any stock exchange to effect such compliance.



4. TERMINATION OF SERVICE — Except as provided below in this Section, this Option shall terminate
and may not be exercised if Optionee’s continuous service with the Company or any Parent or
Subsidiary of the Company or, in the case of a Nonstatutory Stock Option, an Affiliate of the
Company (hereinafter “Continuous Service”) is terminated for any reason whatsoever. The Board shall
have discretion to determine whether Optionee’s Continuous Service with the Company or any Parent,
Subsidiary of Affiliate of the Company has terminated and the effective date on which such
termination occurred (the “Termination Date”).



     4.1. Death/Disability — If Optionee’s Continuous Service is terminated due to Death or Disability,
that portion of this Option which is exercisable on the Termination Date shall remain exercisable
until the earlier of the Expiration Date or the first anniversary of the Termination Date and, to
the extent not exercised during such period, shall thereupon terminate.



     4.2. Other Termination — If Optionee’s Continuous Service terminates for any reason other than
Death, Disability, or Cause, that portion of this Option which is exercisable on the Termination
Date shall remain exercisable until the earlier of the Expiration Date or the end of the
_______ (___) day period commencing on the Termination Date and, to the extent not exercised during such
period, shall thereupon terminate.



     4.3. Cause — Notwithstanding anything herein to the contrary, if Optionee’s Continuous Service is
terminated for Cause (or at a time when grounds for a termination for Cause exist), this Option
shall terminate in its entirety as of the Termination Date.




5. MANNER OF EXERCISE



     5.1. Exercise — To the extent exercisable under the provisions of the Option, this Option may be
exercised by delivery to the Company of an executed written notice of exercise to the Company’s
Secretary stating the number of full Shares with respect to which it is being exercised, and
accompanied by payment of the Exercise Price for the number of Shares being purchased, together
with payment of the amount, if any, required by the Company to satisfy its tax withholding
obligations resulting from such exercise.







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     5.2. Exercise Price — Payment for the Shares may be made in cash (by check) or, where approved by
the Board in its sole discretion and where permitted by law: (a) by cancellation of indebtedness of
the Company to Optionee; (b) by surrender of shares of common stock of the Company having a Fair
Market Value equal to the exercise price of the Option that have been owned by Optionee for more
than one (1) year (and which have been paid for within the meaning of SEC Rule 144 and, if such
Shares were purchased from the Company by use of a promissory note, such note has been fully paid
with respect to such shares), or were obtained by Optionee in the open public market; (c) by waiver
of compensation due or accrued to Optionee for services rendered; (d) provided that a public market
for the Company’s stock exists, through a “same day sale” commitment from Optionee and a
broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”)
whereby Optionee irrevocably elects to exercise the Option and to sell a portion of the Shares so
purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits upon
receipt of such Shares to forward the Exercise Price directly to the Company; (e) provided that a
public market for the Company’s stock exists, through a “margin” commitment from Optionee and an
NASD Dealer whereby Optionee irrevocable elects to exercise the Option and to pledge the Shares so
purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the
amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the Exercise Price directly to the Company (without any obligation or liability
on the part of the Company); or (f) by any combination of the foregoing.




     5.3. Withholding Taxes



          5.3.1. — Optionee hereby authorizes the Company to withhold from payroll and any other amounts
payable to Optionee, and Optionee otherwise agrees to make adequate provision for (including by
means of a cashless exercise to the extent permitted by the Company), any sums required to satisfy
the federal, state, local, foreign, and any other tax withholding obligations of the Company or an
Affiliate, if any, which arise in connection with the Option.



          5.3.2. — Upon Optionee’s request, subject to compliance with any applicable conditions or
restrictions of law, the Company may (but shall be under no obligation to) withhold from Shares
otherwise issuable to Optionee upon the exercise of this Option, a number of whole shares 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.



          5.3.3. — If this Option is an Incentive Stock Option, by exercising this Option, Optionee agrees
that he or she will notify the Company in writing within fifteen (15) days after the date of any
disposition of any of the Shares that occurs within two (2) years after the date of this Option
grant or within one (1) year after Shares are transferred upon exercise of this Option, and will
otherwise provide the Company with such other information as the Company shall reasonably request.



     5.4 Issuance of Shares/Stockholder Rights — Provided that such notice and payment are in form and
substance satisfactory to the Company and counsel for the Company, the Company shall cause the
Shares to be issued in the name of Optionee or Optionee’s legal representative. Neither Optionee
nor any person entitled to exercise Optionee’s rights in the event of death will have any of the
rights of a stockholder with respect to the Shares, except to the extent that certificates for such
Shares shall have been issued upon the exercise of this Option.







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6. NONTRANSFERABILITY OF OPTION — The Option may not be transferred in any manner other than by
will or by the law of descent and distribution and may be exercised during the lifetime of Optionee
only by Optionee.



7. INDEPENDENT TAX ADVICE — Optionee agrees that Optionee has or will obtain the advice of
independent tax counsel regarding the federal and state income tax consequences of the receipt and
exercise of this Option and of the disposition of Common Stock acquired upon exercise hereof,
including advice regarding the imposition of the alternative minimum tax on tax preferences
generated by exercise of stock options and regarding any holding period requirements for
preferential tax treatment. OPTIONEE ACKNOWLEDGES THAT HE OR SHE HAS NOT RELIED AND WILL NOT RELY
UPON ANY ADVICE OR REPRESENTATIONS BY THE COMPANY OR BY ITS EMPLOYEES OR REPRESENTATIVES WITH
RESPECT TO THE TAX TREATMENT OF THIS OPTION OR ANY SHARES ISSUED PURSUANT HERETO.



8. NO
RIGHT TO CONTINUE AS EMPLOYEE — Nothing contained in this Option
shall:



(i) confer upon the Optionee any right to continue as an Employee, Officer, Director or Consultant
of the Company or of any Affiliate; or (ii) limit in any way the right of the Company or of any
Affiliate to terminate the Optionee’s position as an employee at any time.



9. BOARD DETERMINATIONS — Optionee hereby agrees to accept as binding, conclusive, and final all
decisions and interpretations of the Board (including any committee thereof), or other
administrator of the Plan, as to any questions arising under the Plan or this Option. This Option,
as supplemented by the Plan, shall bind and inure to the benefit of the Company and its successors
and assigns, and the Optionee and the Optionee’s estate in the event of death.



10. ENTIRE AGREEMENT — The Plan is incorporated herein by this reference. The Option and the Plan
constitute the entire agreement of the parties hereto and supersede all prior undertakings and
agreements with respect to the subject matter hereof.




	 	 	 	 	 	 	 
	COMPANY:

	 	IMPAX LABORATORIES,
INC.
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 







	 	 	 	 	 	 	 
	OPTIONEE: 	 	(Signature)

	 	 







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