exv10w7



 





Exhibit 10.7




OPTION NUMBER:

OPTIONEE:

DATE OF GRANT:

EXERCISE PRICE:

COVERED SHARES:

EXPIRATION DATE:




EntreMed, Inc. 2001 Long-Term Incentive Plan

Non-Qualified Stock Option Grant Agreement




     1. Definitions. Capitalized terms not otherwise defined in this Agreement have the
meanings set forth in the 2001 Long-Term Incentive Plan, as amended from time to time (the “Plan”).



     2. Grant of Option. Pursuant to the Plan and subject to the terms of this Agreement,
the Corporation hereby grants to the Optionee, as of the Date of Grant, the Option to purchase from
the Corporation that number of shares of Common Stock identified as the “Covered Shares” set forth
above, exercisable at the “Exercise Price” set forth above (as it may be adjusted from time to time
pursuant to Section 4 hereof).



     3. Terms of the Option.



          3.1 Type of Option. The Option is intended to be a nonstatutory stock option under
Section 422 of the Code.




          3.2 Option Period; Exercisability. The Option may be exercised in whole shares during
the period commencing on the Date of Grant and terminating on the Expiration Date set forth above.




          3.3 Nontransferability. The Option is not transferable by the Optionee other than by
will or by the laws of descent and distribution or as otherwise permitted by the Administrator, and
is exercisable, during the Optionee’s lifetime, only by the Optionee, or, in the event of the
Optionee’s legal disability, by the Optionee’s legal representative.




          3.4 Payment of the Exercise Price. The Optionee, upon exercise, in whole or in part,
of the Option, may pay the Exercise Price by any or all of the following means, either alone or in
combination:




               (a) cash or check payable to the order of the Corporation;



               (b) if at the time of exercise, the Common Stock is listed for trading on a national
securities exchange or automated dealer quotation system, delivery (either actual or constructive)
of shares of unencumbered Common Stock (provided that such shares, if acquired
under the Option or under any other option or award granted under the Plan or any other plan



 









 




sponsored or maintained by the Corporation, have been held by the Optionee for at least six months
or such other period as determined by the Administrator) that have an aggregate Fair Market Value
on the date of exercise (“Date of Exercise”) equal to that portion of the Exercise Price being paid
by delivery of such shares; or




               (c) if at the time of exercise, the Common Stock is listed for trading on a national
securities exchange or automated dealer quotation system and in accordance with such rules as may
be specified by the Administrator, delivery to the Corporation of a properly executed exercise
notice and irrevocable instructions to a registered securities broker promptly to deliver to the
Corporation cash equal to the Exercise Price for that portion of the Option being exercised.



     4. Capital Adjustments. The number of Covered Shares as to which the Option has not
been exercised, the Exercise Price, and the type of stock or other consideration to be received on
exercise of the Option shall be subject to such adjustment or change, if any, as the Administrator
in its sole discretion deems appropriate to reflect such events as stock dividends, split-ups,
spin-offs, recapitalizations, reclassifications, combinations or exchanges of shares, mergers,
consolidations, liquidations, or the like, of or by the Corporation. Any adjustment determined to
be appropriate by the Administrator shall be conclusive and shall be binding on the Optionee.



     5. Exercise.



          5.1 Notice. The Option shall be exercised, in whole or in part by the delivery to the
Corporation of written notice of such exercise, in such form as the Adminstrator may from time to
time prescribe, accompanied by full payment (or means of full payment permitted by Section 3.4
hereof) of the Exercise Price with respect to that portion of the Option being exercised. Until
the Administrator notifies the Optionee to the contrary, the form attached to this Agreement as
Exhibit A shall be used to exercise the Option.




          5.2 Withholding. The Corporation’s obligation to issue or deliver shares of Common
Stock upon the exercise of the Option shall be subject to the satisfaction of any applicable
federal, state and local tax withholding requirements. The Optionee may satisfy any such
withholding obligation by any of the following means or by a combination of such means: (a)
tendering a cash payment; (b) if at the time the withholding obligation arises, the Common Stock is
listed for trading on a national securities exchange or automated dealer quotation system,
authorizing the Corporation to withhold shares of Common Stock from the shares otherwise issuable
to the Optionee upon exercise of the Option; or (c) if at the time the withholding obligation
arises, the Common Stock is listed for trading on a national securities exchange or automated
dealer quotation system, delivering to the Corporation already-owned and unencumbered shares of
Common Stock. For purposes of this Section 5.2, shares of Common Stock that are withheld or
delivered to satisfy applicable withholding taxes shall be valued at their Fair Market Value on the
date the withholding tax obligation arises, and in no event shall the aggregate Fair Market Value
of the shares of Common Stock withheld and/or delivered pursuant to this Section 5.2 exceed the
minimum amount of taxes required to be withheld in connection with exercise of the Option.




 









 








          5.3 Effect. The exercise, in whole or in part, of the Option shall cause a reduction
in the number of Covered Shares as to which the Option may be exercised in an amount equal to the
number of shares of Common Stock as to which the Option is exercised.




          5.4 Restrictions on Exercise. Notwithstanding any other provision of this Agreement,
the Option may not be exercised at any time that the Corporation does not have an effective
registration statement under the Securities Act of 1933, as amended, relating to the offer of the
Common Stock to the Optionee under the Plan, unless the Administrator agrees to permit such
exercise.




     6. Legends. The Optionee agrees that the certificates evidencing the shares of Common
Stock issued upon exercise of the Option may include any legend which the Adminstrator deems
appropriate to reflect the transfer and other restrictions contained in the Plan, this Agreement,
or to comply with applicable laws.



     7. Rights as Stockholder. The Optionee shall have no rights as a stockholder with
respect to any shares of Common Stock subject to the Option until and unless a certificate or
certificates representing such shares are issued to the Optionee pursuant to this Agreement.



     8. Service. Neither the grant of the Option evidenced by this Agreement nor any term
or provision of this Agreement shall constitute or be evidence of any understanding, express or
implied, on the part of the Corporation to employ or retain the Optionee for any period.



     9. Subject to the Plan. The Option evidenced by this Agreement and the exercise
thereof are subject to the terms and conditions of the Plan, which is incorporated by reference and
made a part hereof, but the terms of the Plan shall not be considered an enlargement of any rights
or benefits under this Agreement. In addition, the Option is subject to any rules and regulations
promulgated by the Administrator.



     10. Governing Law. The validity, construction, interpretation and enforceability of
this agreement shall be determined and governed by the laws of the State of Maryland without giving
effect to the principles of conflicts of laws.



     11. Severability. If any provision of this Agreement shall be held to be invalid,
illegal or unenforceable in any material respect, such provision shall be replaced with a provision
that is as close as possible in effect to such invalid, illegal or unenforceable provision, and
still be valid, legal and enforceable, and the validity, legality and enforceability of the
remainder of this Agreement shall not in any way be affected or impaired thereby.



 









 





     IN WITNESS WHEREOF, the Corporation has caused this Agreement to be signed on its behalf by
the undersigned, thereunto duly authorized, effective as of the Date of Grant.



	 	 	 	 	 	 	 	 	 
	ATTEST:

	 	 
	 	EntreMed, Inc.
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 


	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Accepted and agreed to as of the Date of Grant:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Optionee	 	 





 









 






	 	 	 	 	 



“EXHIBIT A”

EXERCISE OF OPTION




Board of Directors

EntreMed, Inc.




Gentlemen:




          The undersigned, the Optionee under the Stock Option Agreement (“Agreement”) identified as
Option No. ___—___ granted pursuant to the EntreMed, Inc. 2001 Long-Term Incentive Plan, hereby
irrevocably elects to exercise the Option granted in the Agreement to purchase ___ shares of Common
Stock of EntreMed, Inc., par value $.01 per share (the “Option Shares”), and herewith makes
payment of $______ in the form of (check all that apply and if more than one is
checked, indicate the amount to be paid by each payment method):




	 	 	 	 	 	 	 
	 

	 	o    Cash or Check:
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	o   Common Stock:
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	o   Brokerage Transaction:
	 	 

	 	 







          The undersigned hereby elects to satisfy applicable withholding requirements by (check all
that apply and, if more than one is checked, indicate the amount to be withheld by each withholding
method):



	 	 	 	 	 	 	 
	 

	 	o   Cash or Check:
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	o   Withholding of Common Stock:
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	o   Delivery of Common Stock:
	 	 

	 	 







Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the
Plan and the Agreement:




5









 








	 	 	 	 	 	 	 
	Date:

	 	 
	 	 
	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	(Signature of Optionee)	 	 






Date received by EntreMed, Inc.:                     




Received
by:                                    



Note: Shares of Common Stock being delivered in payment of all or any part of the Exercise Price
must be represented by certificates registered in the name of the Optionee and duly endorsed by the
Optionee and by each and every other co-owner in whose name the shares may also be registered.





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