Exhibit 10.2


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


THIS AGREEMENT, dated as of __________,
20 , is made by and between Marinus Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and __________ (the
 “Employee”), an employee of the Company.


 


Recitals:


 


WHEREAS, the Company wishes to afford the
Employee the opportunity to purchase shares of the Company’s Common Stock; and


 


WHEREAS, the Board of Directors of the Company
has determined that it would be to the advantage and best interest of the Company to grant the nonqualified stock option provided
for herein to the Employee as an inducement to the Employee to commence and remain in the service of the Company and as an incentive
for increased efforts during such service;


 


NOW, THEREFORE, in consideration of the
mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Whenever the following terms are used in
this Agreement, they shall have the meanings specified below unless the context clearly indicates to the contrary:


 


“Act” shall mean the Securities
Act of 1933, as amended.


 


“Cause” shall mean, except to
the extent specified otherwise by the Committee, a finding by the Committee that the Employee (i) has breached his or her employment
or service contract with the Employer in any material respect, (ii) has engaged in disloyalty to the Company, including, without
limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty, (iii) has disclosed trade secrets or confidential
information of the Employer to persons not entitled to receive such information, (iv) has breached any written noncompetition or
nonsolicitation agreement between the Employee and the Employer or (v) has engaged in such other behavior detrimental to the interests
of the Employer as the Committee determines.


 


“Change of Control” shall be
deemed to have occurred if:


 


(i)       Any
 “person,” as such term is used in sections 13(d) and 14(d) of the Exchange Act becomes a “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than
50% of the voting power of the then outstanding securities of the Company; provided that a Change of Control shall not be deemed
to occur as a result of (A) a transaction in which the Company becomes a subsidiary of another corporation and in which the stockholders
of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction, shares entitling
such stockholders to more than 50% of all votes to which all stockholders of the parent corporation would be entitled in the election
of directors, or (B) the acquisition of securities of the Company by an investor of the Company in a capital-raising transaction;
or


 






     


     


    

 


(ii)       The
consummation of (A) a merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately
prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling
such stockholders to more than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the
election of directors, (B) a sale or other disposition of all or substantially all of the assets of the Company, or (C) a liquidation
or dissolution of the Company.


 


The Committee may modify the definition
of Change of Control as the Committee deems appropriate to comply with section 409A of the Code or otherwise.


 


“Code” shall mean the Internal
Revenue Code of 1986, as amended.


 


“Common Stock” shall mean the
Company’s Common Stock, $.001 par value.


 


“Committee” shall mean the Board
of Directors of the Company or the committee, including the Compensation Committee of the Board of Directors, appointed by the
Board of Directors of the Company for purposes of administering this Agreement.


 


“Option” shall mean the nonqualified
stock option granted under this Agreement to purchase shares of Common Stock.


 


“Secretary” shall mean the Secretary
of the Company.


 


“Subsidiary” shall mean any
corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation
in the unbroken chain then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain.


 


“Termination of Employment”
shall mean the time when the employee-employer relationship between the Employee and the Company or a Subsidiary is terminated
for any reason, including, but not limited to, a termination by resignation, discharge, death, disability (within the meaning of
Section 22(e)(3) of the Code) or retirement, but excluding any termination where there is a simultaneous reemployment by the Company
or a Subsidiary. For purposes of this Agreement, “retirement” shall mean a separation from service by reason of the
Employee’s retirement at or after the Employee’s earliest permissible retirement date pursuant to and in accordance
with his employer’s established plan, policy or practice. The Committee, in its absolute discretion, shall determine the
effect of all matters and questions relating to Termination of Employment, including, but limited to, whether a Termination of
Employment resulted from a discharge for Cause, and whether a particular leave of absence constitutes Terminations of Employment;
provided, however, that a leave of absence shall constitute a Termination of Employment if, and to the extent that, such leave
of absence interrupts employment for purposes of Section 422(a)(2) of the Code and the then applicable Regulations and Revenue
Rulings under Section 422(a)(2).


 






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ARTICLE II


 


GRANT OF OPTION


 


Section 2.1 - Grant of Option


 


In consideration of the Employee’s
employment by the and for other good and valuable consideration, on the date hereof the Company grants to the Employee the Option
to purchase any part or all of an aggregate of __________ shares of the Company’s Common Stock upon the terms and conditions
set forth in this Agreement.


 


Section 2.2 - Purchase Price


 


The purchase price of the shares of Common
Stock covered by the Option shall be $_____ per share (which constitutes the fair market value of the Common Stock on the date
of grant), without commission or other charge.


 


Section 2.3 – Adjustments in Option


 


(a)       Subject
to any required action by the shareholders of the Company, the number of shares of Common Stock covered by the Option as well as
the price per share of Common Stock covered by the Option, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification
of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed
to have been “effected without receipt of consideration.” Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option.


 


(b)       In
the event of the proposed dissolution or liquidation of the Company, the Option will terminate immediately prior to the consummation
of such proposed action, unless otherwise provided by the Committee. The Committee may, in the exercise of its discretion in such
instances, declare that the Option shall terminate as of a date fixed by the Committee and give the Employee the right to exercise
his or her Option as to all or any part of the shares of Common Stock covered by the Option.


 


(c)       In
the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into
another corporation, the Committee, in the exercise of its sole discretion, may take such action as it deems desirable, including,
but not limited to: (i) causing the Option to be assumed or an equivalent option to be substituted by the successor corporation
or a parent or subsidiary of such successor corporation, or (ii) declaring that the Option shall terminate at a date fixed by the
Committee provided that the Employee is given notice and opportunity to exercise the then exercisable portion of his Option prior
to such date.


 






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(d)       Any
adjustment to the Option shall be consistent with Section 409A and Section 424 of the Code, to the extent applicable. Any adjustments
determined by the Committee shall be final, binding and conclusive.


 


ARTICLE III


 


EXERCISABILITY OF OPTIONS


 


Section 3.1 - Commencement of Exercisability


 


(a)       Subject
to the provisions of this Article 3, the Option shall vest and become exercisable as follows: ________  shares shall vest
on the last day of the month following the first anniversary of the Employee’s commencement of employment with the remaining
_________ shares vesting ratably over 36 months commencing the last day of the month following the first anniversary of the Employee’s
commencement of employment; provided that the Employee continues to be employed by the Company on the respective vesting date.


 


(b)       No
portion of the Option that is not exercisable at the time of the Employee’s Termination of Employment shall thereafter become
exercisable.


 


Section 3.2 - Duration of Exercisability


 


Upon vesting, the installments provided
for in Section 3.1 shall be cumulative. Each such installment that vests and becomes exercisable pursuant to Section 3.1 shall
remain exercisable until it becomes unexercisable under Section 3.3.


 


Section 3.3 - Expiration of Option


 


The Option may not be exercised to any extent
after the first to occur of the following events:


 


(a)       the
expiration of ten years from the date the Option was granted;


 


(b)       the
expiration of three months after the date of the Employee’s Termination of Employment unless such Termination of Employment
results from the Employee’s (i) death, (ii) Retirement, (iii) disability (within the meaning of Section 22(e)(3) of the Code),
or (iv) Cause;


 


(c)       the
expiration of one year from the date of the Employee’s Termination of Employment by reason of the Employee’s death,
Retirement or disability (within the meaning of Section 22(e)(3) of the Code); or


 


(d)       the
date of Employee’s Termination of Employment if the Termination of Employment is for Cause.


 






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Section 3.4 - Acceleration of Exercisability


 


If a Change of Control shall occur prior
to the termination of the Option pursuant to Section 3.3 and the Option is not then vested in full, and subject to the provisions
of Section 3.3, from and after the occurrence of the Change of Control, the Option will continue to vest in accordance with Section
3.1 until the earlier to occur of (a) a Termination of Employment of the Employee without Cause by the Company or the acquiring
or successor entity or (b) a Termination of Employment of the Employee upon a resignation for Good Reason in accordance with the
terms of the employment agreement between the Employee and the Company, if any, at which earlier time the entire unvested portion
of the Option shall vest in full and become immediately exercisable, provided that the Employee executes a release of claims in
favor of the Company and/or the acquiring or successor entity and their respective affiliates, as the case may be.


 


ARTICLE IV


 


EXERCISE OF OPTION


 


Section 4.1 - Person Eligible to Exercise


 


During the lifetime of the Employee, only
the Employee may exercise the Option or any portion thereof. After the death of the Employee, any portion of the Option that is
exercisable on the date of the Employee’s death may, prior to the time when the Option may no longer be exercised pursuant
to the provisions of Section 3.3, be exercised by the Employee’s personal representative or by any person empowered to do
so under the Employee’s will or under the then applicable laws of descent and distribution.


 


Section 4.2 - Partial Exercise


 


Any exercisable portion of the Option or
the entire Option, if then wholly exercisable, may be exercised at any time prior to the time when the Option or portion thereof
may no longer be exercised pursuant to the provisions of Article 3; provided, however, that each partial exercise shall be for
whole shares only.


 


Section 4.3 - Manner of Exercise


 


The Option, or any exercisable portion thereof,
may be exercised solely by delivery to the Secretary of the Company of all of the following prior to the time when the Option or
such portion may no longer be exercised pursuant to the provisions of Article 3:


 


(a)       Notice
in writing signed by the Employee or the other person then entitled to exercise the Option, stating that the Option or a portion
thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;


 


(b)      (i)        Full payment (in cash or
by check) for the shares with respect to which the Option or portion is exercised; or


 






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(ii)       If
the Committee shall so permit, shares of the Company’s Common Stock owned by the Employee duly endorsed for transfer to the
Company with a fair market value on the date of delivery equal to the aggregate purchase price of the shares with respect to which
such Option or portion is exercised; or


 


(iii)      If
the Committee shall so permit, a combination of the consideration provided in the foregoing Sections 4.3(b)(i) and 4.3(b)(ii).


 


(c)       A
bona fide written representation and agreement in a form satisfactory to the Committee, signed by the Employee or other person
then entitled to exercise such Option or portion, stating that the shares of Common Stock are being acquired for the Employee’s
own account, for investment and without any present intention of distributing or reselling said shares or any of them except as
may be permitted under the Act and then applicable rules and regulations thereunder, and that the Employee or other person then
entitled to exercise the Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage,
expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation
and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate
to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other
federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an
opinion of counsel acceptable to it to the effect that any subsequent transfer of the shares acquired upon the exercise of the
Option does not violate the Act and may issue stop-transfer orders covering such shares. Share certificates evidencing Common Stock
issued upon the exercise of the Option shall bear an appropriate legend referring to the provisions of this Section 4.3(c) and
the agreements herein and therein. The written representation and agreement referred to in the first sentence of this Section 4.3(c)
shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act and such
registration is then effective in respect of such shares.


 


(d)       In
the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate
proof of the right of such person or persons to exercise the Option.


 


Section 4.4 - Conditions to Issuance
of Stock Certificates


 


The shares of Common Stock deliverable upon
the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or treasury shares.
Such shares shall be fully paid and nonassessable. The Company shall not be required to issue any shares of Common Stock purchased
upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:


 


(a)       The
admission of such shares to listing on all stock exchanges on which such class of stock shall then be listed;


 


(b)       The
completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations
of the Securities and Exchange Commission or of any other governmental or regulatory body, which the Committee shall, in its absolute
discretion, deem necessary or advisable;


 






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(c)       The
obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute
discretion, determine to be necessary or advisable;


 


(d)       The
lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish,
in its absolute discretion, for reasons of administrative convenience; and


 


(e)       In
the discretion of the Committee, the satisfaction to counsel for the Company that the issuance of shares of Common Stock or other
securities or property of the Company and other forms of payment hereunder will be in compliance with applicable federal, state,
local and foreign legal, securities exchange and other applicable requirements.


 


Section 4.5 - Limitations on Issuance or Transfer of Shares.


 


(a)       The
Committee may require that the Employee execute a stockholders agreement and/or a voting agreement, in each case, with such terms
as the Committee deems appropriate, with respect to any Common Stock issued or transferred pursuant to this Agreement. If such
stockholders agreement or voting agreement contains any lock-up or market standoff provisions that differ from the provisions of
Section 4.5(c) of this Agreement, for as long as the provisions of such agreement are in effect, the provisions of Section 4.5(c)
shall not apply to such shares, unless the Committee determines otherwise.


 


(b)      No
shares shall be issued or transferred in connection with the Option unless and until all legal requirements applicable to the issuance
or transfer of such shares have been complied with to the satisfaction of the Committee. The Committee shall have the right to
condition the issuance of shares hereunder on the Employee’s undertaking in writing to comply with such restrictions on his
or her subsequent disposition of such shares as the Committee shall deem necessary or advisable, and certificates representing
such shares may be legended to reflect any such restrictions. Certificates representing issued or transferred under this Agreement
will be subject to such stop-transfer orders and other restrictions as may be required by applicable laws, regulations and interpretations,
including any requirement that a legend be placed thereon.


 


(c)       If
so requested by the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with
any underwritten offering of securities of the Company under the Securities Act, and subject to Section 4.5(a) of this Agreement,
the Employee (including any successor or assigns) shall not sell or otherwise transfer any shares or other securities of the Company
during the 30-day period preceding and the 180-day period following the effective date of a registration statement of the Company
filed under the Securities Act for such underwriting (or such shorter period as may be requested by the Managing Underwriter and
agreed to by the Company) (the “Market Standoff Period”). If so requested by the Company or the Managing Underwriter,
the Employee shall enter into a separate written agreement to such effect in form and substance requested by the Company or the
Managing Underwriter. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions
until the end of such Market Standoff Period.


 






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Section 4.6 - Rights as Stockholder


 


The holder of the Option shall not be, and
shall not have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise
of any part of the Option unless and until such part of the Option is exercised in accordance with its terms.


 


ARTICLE V


 


MISCELLANEOUS


 


Section 5.1 - Administration


 


The Committee shall have the power to interpret
this Agreement and to adopt such rules for the administration, interpretation and application of this Agreement as are consistent
therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee
in good faith shall be final and binding upon the Employee, the Company and all other interested persons. No member of the Committee
shall be personally liable for any action, determination or interpretation made in good faith with respect to the Option. In its
absolute discretion, the Board of Directors of the Company may at any time and from time to time exercise any and all rights and
duties of the Committee under this Agreement.


 


Section 5.2 - Options Not Transferable


 


Neither the Option nor any interest or right
therein or part thereof shall be liable for the debts, contracts or engagements of the Employee or the Employee’s successors
in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or
any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and
of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent
and distribution.


 


Section 5.3 - Withholding


 


All amounts that, under federal, state or
local law, are required to be withheld from the amount payable with respect to any Option shall be withheld by the Company. Whenever
the Company proposes or is required to issue or transfer shares of Common Stock, the Company shall have the right to require the
recipient to remit to the Company an amount sufficient to satisfy any federal, state or local withholding tax requirements prior
to the delivery of any certificate or certificates for such shares.


 






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Section 5.4 - No Right of Continued
Employment


 


Nothing in this Agreement shall confer upon
the Employee any right to continue in the employ of the Company or any Subsidiary or shall interfere with or restrict in any way
the rights of the Company and any Subsidiary, which are hereby expressly reserved, to discharge the Employee at any time for any
reason whatsoever, with or without cause.


 


Section 5.5   Forfeiture.


 


Notwithstanding anything to the contrary
in this Agreement, if the Committee finds, by a majority vote, after full consideration of the facts presented on behalf of both
the Company and the Employee, that the Employee has been engaged in fraud, embezzlement, theft or commission of a felony in the
course of his employment or retention by the Company or any subsidiary of the Company or that the Employee has willfully disclosed
confidential information of the Company or any subsidiary of the Company and that such disclosure materially damaged the Company
or any subsidiary of the Company, the Employee shall forfeit all unexercised Options and all exercised Options under which the
Company has not yet delivered the certificates. The decision of the Committee in interpreting and applying the provisions of this
Section 5.5 shall be final. No decision of the Committee, however, shall affect the finality of the discharge or termination of
the Employee by the Company or any subsidiary of the Company in any manner.


 


Section 5.6   No Prohibition on Corporate
Action.


 


No provision of this Agreement shall be
construed to prevent the Company or any officer or director thereof from taking any action deemed by the Company or such officer
or director to be appropriate or in the Company’s best interest, whether or not such action could have an adverse effect
on the Option granted hereunder, and neither the Employee nor his estate, personal representative or beneficiary shall have any
claim against the Company or any officer or director thereof as a result of the taking of such action.


 


Section 5.7 - Shares To Be Reserved


 


The Company shall at all times during the
term of the Option reserve and keep available such number of shares of stock as will be sufficient to satisfy the requirements
of this Agreement.


 


Section 5.8 - Notices


 


Any notice to be given under the terms of
this Agreement to the Company shall be addressed to the Company in care of its Secretary and any notice to be given to the Employee
shall be addressed to the Employee at the address given beneath his signature hereto. By a notice given pursuant to this Section
5.8, either party may hereafter designate a different address for notices to be given to such party hereunder. Any notice that
is required to be given to the Employee shall, if the Employee is then deceased, be given to the Employee’s personal representative
if such representative has previously informed the Company of the Employee’s status and address by written notice under this
Section 5.8. Any notice shall have been deemed duly given when addressed as aforesaid and deposited (with postage prepaid) in the
United States mail or sent by overnight courier (with charges prepaid).


 






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Section 5.9 - Titles


 


Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this Agreement.


 


Section 5.10 - Counterparts; Electronic Transmission


 


This Agreement may be executed by the parties
on separate counterparts, each of which shall be an original and both of which together shall constitute one and the same agreement.
A facsimile or electronic transmission of a scanned copy of a signed counterpart signature page hereto shall be deemed to be an
originally executed copy for purposes of this Agreement.


 






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IN WITNESS THEREOF, this Agreement has been
executed and delivered by the parties hereto as of the date first above written.


 


	Attest:	 	MARINUS PHARMACEUTICALS, INC.
	 	 	 
	 		By:	                                     
	 	 	 
	 		Title:	 
	 	 	 
	 	 	 
	 	 	[Name of Employee]
	 	 	 
	 	 	Address of Employee:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Employee’s Taxpayer
	 	 	Identification Number:
	 	 	 
	 	 	 



 






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