exv10w13






Exhibit 10.13




	 	 	 

	Type:

	 	Incentive Stock Option
	Name:

	 	  [ •]
	Number of Shares of Stock subject to Option:

	 	  [ •]
	Price Per Share:

	 	$[ •]
	Date of Grant:

	 	  [ •]






RXi Pharmaceuticals Corporation

2011 Long Term Incentive Plan




Incentive Stock Option Agreement



     This agreement (the “Agreement”) evidences a stock option granted by RXi
Pharmaceuticals Corporation (the “Company”) to the undersigned (the “Optionee”)
pursuant to and subject to the terms of the RXi Pharmaceuticals Corporation 2011 Long Term
Incentive Plan (the “Plan”), which is incorporated herein by reference.



     1. Grant of Stock Option. The Company grants to the Optionee on the date set forth
above (the “Date of Grant”) an option (the “Stock Option”) to purchase, on the
terms provided herein and in the Plan (including, without limitation, the exercise provisions in
Section 6(b)(3) of the Plan), the number of shares of Stock set forth above (the “Shares”)
with an exercise price per Share as set forth above, in each case subject to adjustment pursuant to
Section 7 of the Plan in respect of transactions occurring after the date hereof.



     The Stock Option evidenced by this Agreement is intended to qualify as an incentive stock
option under Section 422 of the Internal Revenue Code (the “Code”).



     2. Vesting.




     (a) Generally. As used herein with respect to the Stock Option or any portion
thereof, the term “vest” means to become exercisable and the term “vested” as applied to any
outstanding Stock Option means that the Stock Option is then exercisable, subject in each
case to the terms of the Plan. Unless earlier terminated, relinquished, forfeited or
expired, the Stock Option will vest in accordance with the terms of Schedule A
attached hereto.




     (b) Termination of Employment. Automatically and immediately upon the cessation
of Employment, the Stock Option, to the extent not already vested, will be immediately
forfeited.


Notwithstanding the foregoing (but subject to any contrary provision of this Agreement or any other
written agreement between the Company and the Optionee with respect to vesting and termination of
Shares granted under the Plan), no Stock Options shall vest or shall become eligible to vest on any
date specified above unless the Optionee is then, and since the Grant Date has continuously been,
employed by the Company or by a “parent corporation” or “subsidiary corporation” of the Company as
those terms are defined in Section 424 of the Code.







 









 








     3. Exercise of Stock Option. No portion of the Stock Option may be exercised until
such portion vests. Each election to exercise the Stock Option shall be subject to the terms and
conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor or
administrator or by the person or persons to whom the Stock Option is transferred by will or the
applicable laws of descent and distribution (the “Legal Representative”). Each such written
exercise election must be received by the Company at its principal office or by such other party as
the Administrator may prescribe and be accompanied by payment in full as provided in the Plan. The
exercise price may be paid by cash or check acceptable to the Administrator, or, if legally
permissible and permitted by the Administrator, (i) through the delivery of unrestricted shares of
Stock that have a fair market value equal to the exercise price, subject to such minimum holding
requirements, if any, as the Administrator may prescribe, (ii) through a broker-assisted exercise
program acceptable to the Administrator, (iii) at the election of the Optionee, by the
Administrator’s holding back of shares from this Stock Option having a fair market value equal to
the exercise price in payment of the exercise price of this Stock Option, (iv) by such other means,
if any, as may be acceptable to the Administrator or (v) by any combination of the foregoing
permissible forms of payment. In the event that the Stock Option is exercised by a person other
than the Optionee, the Company will be under no obligation to deliver shares hereunder unless and
until it is satisfied as to the authority of such person to exercise the Stock Option and
compliance with applicable securities laws. The latest date on which the Stock Option may be
exercised (the “Final Exercise Date”) is the date which is the tenth (10th)
anniversary of the Grant Date, subject to earlier termination in accordance with the terms and
provisions of the Plan and this Agreement.



     4. Treatment of the Stock Option Upon Cessation of Employment. Notwithstanding the
foregoing, and subject to Section 2(b) above, the following rules will apply in all circumstances
if an Optionee’s Employment ceases: automatically and immediately upon the cessation of Employment,
the Stock Option will cease to be exercisable and will terminate, except that:




     (a) Subject to clauses (b), (c) and (d) below, the Stock Option to the extent vested
immediately prior to the cessation of the Optionee’s Employment will remain exercisable
until the earlier of (A) the day that is three months after such cessation of Employment or
(B) the Final Exercise Date, and except to the extent previously exercised as permitted by
this Section 4(a) will thereupon immediately terminate.




     (b) Subject to clauses (c) and (d) below, the Stock Option, to the extent vested
immediately prior to Optionee’s death, will remain exercisable until the earlier of (A) the
first anniversary of the Optionee’s death or (B) the Final Exercise Date, and except to the
extent previously exercised as permitted by this Section 4(b) will thereupon immediately
terminate.




     (c) The Stock Option (whether or not vested) will terminate and be forfeited
immediately prior to the cessation of Optionee’s Employment if the Administrator in its sole
discretion determines that such cessation of Employment has resulted for reasons which cast
such discredit on the Optionee as to justify immediate termination of the Award or are
otherwise determined by the Administrator to constitute cause.



-2-









 






     (d) The Administrator may cancel, rescind, withhold or otherwise limit or restrict any
Stock Option at any time if the Optionee is not in compliance with all applicable provisions
of this Agreement and the Plan, or if the Optionee breaches any agreement with the Company
or its subsidiaries with respect to non-competition, non-solicitation or confidentiality.



     5. Share Restrictions, Etc. If at the time the Stock Option is exercised the Company
or any of its stockholders is party to any agreement restricting the transfer of any outstanding
shares of Stock, the Administrator may provide that this Stock Option may be exercised only if the
Shares so acquired are made subject to the transfer restrictions set forth in that agreement (or,
if more than one such agreement is then in effect, the agreement or agreements specified by the
Administrator).



     6. Withholding. The Optionee expressly acknowledges and agrees that the Optionee’s
rights hereunder, including the right to be issued shares upon exercise, are subject to the
Optionee promptly paying to the Company in cash (or by such other means as may be acceptable to the
Administrator in its discretion) all taxes, if any, required to be withheld. No Shares will be
transferred pursuant to the exercise of the Stock Option unless and until the person exercising the
Stock Option shall have remitted to the Company in cash or by check an amount sufficient to satisfy
any applicable federal, state, or local withholding tax requirements or tax payments, or shall have
made other arrangements satisfactory to the Company with respect to such taxes. The Administrator
may, in its sole discretion, hold back Shares from an award or permit an Optionee to tender
previously owned shares of Stock in satisfaction of tax withholding or tax payment requirements
(but not in excess of the applicable minimum statutory withholding rate). The Optionee authorizes
the Company and its Affiliates to withhold such amount from any amounts otherwise owed to the
Optionee.



     7. Nontransferability of Stock Option. The Stock Option is not transferable by the
Optionee other than by will or the applicable laws of descent and distribution and are exercisable
during the Optionee’s lifetime only by the Optionee.



     8. Effect on Employment. Neither the grant of the Stock Option, nor the issuance of
shares upon exercise of the Stock Option, will give the Optionee any right to be retained in the
employ of the Company or any of its Affiliates, affect the right of the Company or any of its
Affiliates to discharge or discipline such Optionee at any time, or affect any right of such
Optionee to terminate his or her Employment at any time.



     9. Governing Law. This Agreement and all claims or disputes arising out of or based
upon this Agreement or relating to the subject matter hereof will be governed by and construed in
accordance with the domestic substantive laws of the State of Delaware without giving effect to any
choice or conflict of laws provision or rule that would cause the application of the domestic
substantive laws of any other jurisdiction.



     10. Provisions of the Plan. This Agreement is subject in its entirety to the
provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in
effect on the date of the grant of the Stock Option has been made available to the Optionee. By
exercising all or any part of the Stock Option, the Optionee agrees to be bound by the terms of the
Plan and



-3-









 




this Agreement. In the event of any conflict between the terms of this Agreement and the
Plan, the terms of this Agreement shall control.




     11. Definitions. Except as otherwise defined herein, all capitalized terms used
herein have the same meaning as in the Plan.



     12. General. For purposes of this Agreement and any determinations to be made by the
Administrator, the determinations by the Administrator shall be binding upon the Optionee and any
transferee.



[The remainder of this page is intentionally left blank.]






-4-









 








     Executed as of the [ •] day of [ •],[ •].



	 	 	 

	Company:

	 	RXI PHARMACEUTICALS CORPORATION
	 
	 	 
	 

	 	By:                                                            

Name: [ •]

Title:   [ •]
	 
	 	 
	Optionee:

	 	                                                                     
           

Name:      [ •]
	 
	 	 
	 

	 	Address: [ •]






[Signature Page to Incentive Stock Option Agreement]





 









 








Schedule A

Vesting Schedule




[To be inserted.]