exv10w8



 





Exhibit 10.8




OPTION NUMBER:

OPTIONEE:

DATE OF GRANT:

EXERCISE PRICE:

COVERED SHARES:




EntreMed, Inc. 2001 Long-Term Incentive Plan

Non-Qualified Stock Option Grant Agreement




     1. Definitions. Except as otherwise defined in the Plan, in this Agreement,
capitalized terms used herein shall have the following meanings:



          1.1 “Cause” means the Optionee’s (a) failure to substantially perform his or her duties (other
than by reason of Disability) with respect to the Corporation or any of its Affiliates, (b)
engaging in conduct injurious to the Corporation or any of its Affiliates, (c) breach of an
employment or confidentiality or nondisclosure agreement, (d) breach of fiduciary duty to the
Corporation or any of its Affiliates, (e) dishonesty, fraud, alcohol or illegal drug abuse, or
misconduct with respect to the business or affairs of the Corporation or any of its Affiliates, (f)
willful violation of the policies of the Corporation or any of its Affiliates after receiving
written notice of such violation, or (g) conviction of a felony or crime involving moral turpitude.
All determinations of Cause hereunder shall be made by the Administrator in its sole discretion
and shall be binding for all purposes hereunder.




          1.2 “Change of Control” means, and shall be deemed to have occurred, if:




               (a) any Person or Persons acting together, excluding the employee benefit plans of the
Corporation, acquire or become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act or any successor provisions thereto), directly or indirectly of securities of the
Corporation representing fifty one percent (51%) or more of the combined voting power of the
Corporation’s then outstanding securities;



               (b) the Corporation consummates a merger, consolidation, share exchange, division or other
reorganization or transaction of the Corporation ( a “Fundamental Transaction”) with any other
corporation, other than a Fundamental Transaction which would result in the voting securities of
the Corporation outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity) at least sixty
percent (60%) of the combined voting power immediately after such Fundamental Transaction of (A)
the Corporation’s outstanding securities, (B) the surviving entity’s outstanding securities or (C)
in the case of a division, the outstanding securities of each entity resulting from the division;



               (c) the stockholders of the Corporation approve a plan of complete liquidation or winding-up
of the Corporation or the Corporation consummates the sale or disposition (in one transaction or a series of transactions) of all or substantially all of
the Corporation’s assets; or



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               (d) during any period of twenty-four consecutive months, individuals who at the beginning of
such period constituted the Board (including for this purpose any new director whose election or
nomination for election by the Corporation’s stockholders was approved by a vote of at least two
thirds of the directors then still in office who were directors at the beginning of such period)
cease for any reason to constitute at least a majority of the Board.



          1.3 “Covered Shares” means the shares of Common Stock subject to the Option.




          1.4 “Date of Exercise” means the date on which the Corporation receives notice pursuant to
Section 5.1 of the exercise, in whole or in part, of the Option.




          1.5 “Date of Expiration” means the date on which the Option shall expire, which shall be the
earliest of the following times:




               (a) the date of the first notification to the Optionee that the Optionee’s Service is
terminated by the Corporation or an Affiliate for Cause;



               (b) ninety (90) days after termination of the Optionee’s Service for any reason other than by
the Corporation or an Affiliate for Cause, death or Disability;



               (c) one (1) year after termination of the Optionee’s Service with the Corporation or an
Affiliate by reason of death or Disability or



               (d) ten years after the Date of Grant.



          1.6 “Date of Grant” means the date set forth at the beginning of this Agreement.




          1.7 “Disability” means total and permanent disability under Section 22(e)(3) of the Code or
the Optionee’s becoming entitled to long-term disability benefits under the long-term disability
plan or policy of the Corporation and/or its Affiliates that covers the Optionee.




          1.8 “Exercise Price” means the dollar amount per share of Common Stock set forth on page 1 of
this Agreement, as it may be adjusted from time to time pursuant to Section 4 hereof.




          1.9 “Option” means the stock option granted to the Optionee in Section 2 of this Agreement.




          1.10 “Optionee” means the person identified on page 1 of this Agreement.




          1.11 “Person” means the term “person” within the meaning of Section 3(a)(9) of the Exchange
Act, as modified and used in Sections 13(d)(3) and 14(d) thereof.




          1.12 “Plan” means the EntreMed, Inc. 2001 Long-Term Incentive Plan, as amended from time to
time.




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          1.13 “Service” means, if the Optionee is (a) an employee of the Corporation and/or any of its
Affiliates (as determined by the Administrator in its discretion), the Optionee’s service as an
employee of the Corporation and/or any of its Affiliates or (b) a consultant or independent
contractor to the Corporation or any of its Affililiates (as determined by the Administrator in its
discretion), the Optionee’s service as a consultant or independent contractor to the Corporation
and/or any of its Affiliates. The Optionee’s Service shall not be treated as having terminated if
the capacity in which the Optionee provides Service, as described in the preceding sentence,
changes, provided that the Optionee’s Service is continuous notwithstanding such change.




     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 identified as the “Covered Shares” on page 1 of this
Agreement, exercisable at the Exercise Price.



     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 Date of Expiration, as follows:




               (a) beginning on the Date of Grant, the Option may be exercised as to a maximum of twenty-five
percent (25%) of the Covered Shares;



               (b) beginning on each anniversary of the Date of Grant, the Option may be exercised as to an
additional twenty-five percent (25%) of the Covered Shares until the Option is exercisable as to
all of the Covered Shares.



     Notwithstanding the foregoing, upon a Change of Control, the Option shall thereupon become
exercisable at any time prior to the Date of Expiration, as to the full number of Covered Shares.
In no event shall the number of Covered Shares as to which the Option is exercisable increase after
termination of the Optionee’s Service.



          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;



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               (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 mentioned 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
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 Administrator 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 (other than Unvested Shares) 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

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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 Administrator 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.



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     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	 	 






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“EXHIBIT A”

EXERCISE OF OPTION




Board of Directors

EntreMed, Inc.




Ladies and 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
Agreement.




	 	 	 	 	 
	Date:                     


	 	(Signature of Optionee)

 	 
	 	 	 
	 	 	 
	 	 	 



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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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