Form of Non-Qualified Stock Option Agreement - Director



 Exhibit 10.2.3 
  

			
	 Notice of Grant of Non-Qualified Stock Options
 and Option Agreement for Company Directors
	  	 Targanta Therapeutics Corporation
 222 Third. Street, Suite 2300
 Cambridge, MA 02142


  

			
	Name of Optionee:	 	_________________
	Address of Optionee:	 	_________________
		 	_________________
	Optionee ID:	 	_________________

 Pursuant to the terms and conditions of the Targanta Therapeutic Corporation’s 2007 Stock Option and
Incentive Plan. (the “Plan”), Targanta Therapeutics Corporation (the “Company”) hereby grants to the Optionee a Non-Qualified Stock Option to purchase
             shares of common stock of the Company as outlined below. This grant is in accordance with the attached Non-Qualified Stock Option Agreement (the “Option
Agreement”). 
  

			
	Grant ID:	  	_________________________
	Grant Date:	  	_________________________
	Shares Granted:	  	_________________________
	Exercise Price Per Share	  	 $ _______ - Total Cost to Exercise: $ _______
 [FMV on
Grant Date (i.e., closing price on Grant Date)]

	Expiration Date:	  	______________________
		  	[No more than 10 years]
	Vesting Schedule:	  	

 By your signature and the Company’s signature below, you and the Company agree that these options are granted
under and governed by the terms and conditions of the Plan and the Option Agreement. You further acknowledge receipt of the copy of the Plan and the Option Agreement and agree to conform to all of the terms and conditions of this Notice of Grant,
the Option Agreement and the Plan. 
  

					
			
	  	 		 	Date:__________________
	[NAME OF COMPANY OFFICER], [TITLE]	 		 	
			
	 	 		 	Date:__________________
	[NAME OF OPTIONEE]	 		 	








 NON-QUALIFIED STOCK OPTION AGREEMENT 
 FOR NON-EMPLOYEE DIRECTORS 
 UNDER THE TARGANTA THERAPEUTICS CORPORATION 

 2007 STOCK OPTION AND INCENTIVE PLAN 
 Pursuant to the Targanta Therapeutics Corporation 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Targanta Therapeutics Corporation (the
“Company”) hereby grants to the Optionee named on the attached Notice of Grant of Stock Options (the “Notice of Grant”), who is a Director of the Company but is not an employee of the Company, an option (the
“Stock Option”) to purchase on or prior to the Expiration Date specified on the Notice of Grant all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company
specified on the Notice of Grant at the Option Exercise Price per Share specified therein subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option”
under Section 422 of the Internal Revenue Code of 1986, as amended. Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein. 
 1. Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth
below, and subject to the discretion of the Committee to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable in accordance with the Vesting Schedule set forth on the Notice of Grant. In the event of the
termination of the Optionee’s service as a director of the Company because of death, this Stock Option shall become immediately exercisable in full, whether or not exercisable at such time. Once exercisable, this Stock Option shall continue to
be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof (including without limitation Section 3(a)) and of the Plan. 
 2. Manner of Exercise. 
 (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Committee of his or her election to
purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. 
 Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Committee; (ii) through
the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that
otherwise satisfy any holding periods as may be required by the Committee; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker 








 
shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such
payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. 
 The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any
agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in
compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the
exercise of the Stock Option shall be net of the Shares attested to. 
 (b) The shares of Stock purchased upon exercise of
this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such
transfer and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a
holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee,
and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. 
 (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the
number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. 
 (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration
Date hereof. 
 3. Termination as Director. If the Optionee ceases to be a Director of the Company, the period within which to
exercise the Stock Option may be subject to earlier termination as set forth below. 
 (a) Termination by Reason of
Death. If the Optionee ceases to be a Director by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date may be exercised by his or her legal representative or legatee for a period of 12 months from the
date of death or until the Expiration Date, if earlier. 
 (b) Other Termination. If the Optionee ceases to be a
Director for any reason other than the Optionee’s death, any portion of this Stock Option outstanding on such date may be exercised for a period of 6 months from the date of termination or until the Expiration Date, if earlier. 







 4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall
be subject to and governed by all the terms and conditions of the Plan, including the powers of the Committee set forth in Section 2(b) of the Plan. 
 5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and
distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee. 
 6. No Obligation to Continue as a Director. Neither the Plan nor this Stock Option confers upon the Optionee any rights with respect to
continuance as a Director. 
 7. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of
business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 
 8. Amendment. Pursuant to Section 16 of the Plan, the Committee may at any time amend or cancel any outstanding portion of this Stock Option,
but no such action may be taken that adversely affects the Optionee’s rights under this Agreement without the Optionee’s consent.