Exhibit 10.3
DEPOMED, INC.
1995 STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
(A)
Name of Optionee:
(B)
Grant Date:
(C)
Number of Shares:
(D)
Exercise Price:
(E)
Vesting Base Date:
THIS NONSTATUTORY STOCK OPTION AGREEMENT (the "Agreement") is made and entered
into as of the date set forth in Item B above (the "Grant Date") between
DepoMed, Inc., a California corporation (the "Company"), and the person named in
Item A above ("Optionee").
THE PARTIES AGREE AS FOLLOWS:
1.
GRANT OF OPTION; VESTING BASE DATE.
1.1
GRANT.
THE COMPANY HEREBY GRANTS TO OPTIONEE PURSUANT TO THE COMPANY'S
1995 STOCK OPTION PLAN (THE "PLAN"), A COPY OF WHICH IS ATTACHED TO THIS
AGREEMENT AS EXHIBIT 1, A NONSTATUTORY STOCK OPTION (THE "NSO") TO PURCHASE ALL
OR ANY PART OF AN AGGREGATE OF THE NUMBER OF SHARES (THE "NSO SHARES") OF THE
COMPANY'S COMMON STOCK (AS DEFINED IN THE PLAN) LISTED IN ITEM C ABOVE ON THE
TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE PLAN, THE TERMS AND CONDITIONS
OF THE PLAN BEING HEREBY INCORPORATED INTO THIS AGREEMENT BY REFERENCE.
1.2
VESTING BASE DATE.
THE PARTIES HEREBY ESTABLISH THE DATE SET FORTH IN ITEM
E ABOVE AS THE VESTING BASE DATE (AS DEFINED IN SECTION 5.1 BELOW).
2.
EXERCISE PRICE.
THE EXERCISE PRICE FOR
PURCHASE OF EACH SHARE OF COMMON STOCK COVERED BY THIS NSO SHALL BE THE PRICE
SET FORTH IN ITEM D ABOVE.
3.
TERM.
UNLESS OTHERWISE SPECIFIED ON
EXHIBIT 3 ATTACHED HERETO, IF ANY (THE ABSENCE OF SUCH EXHIBIT INDICATING THAT
NO SUCH EXHIBIT WAS INTENDED), THIS NSO SHALL EXPIRE AS PROVIDED IN SECTION
6.1.12 OF THE PLAN.
4.
ADJUSTMENT OF NSOS.
THE COMPANY SHALL
ADJUST THE NUMBER AND KIND OF SHARES AND THE EXERCISE PRICE THEREOF IN CERTAIN
CIRCUMSTANCES IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6.1.1 OF THE PLAN.
5.
EXERCISE OF OPTIONS.
5.1
VESTING; TIME OF EXERCISE.
THIS NSO SHALL BE EXERCISABLE ACCORDING TO THE
SCHEDULE SET FORTH ON EXHIBIT 5.1 ATTACHED HERETO.
SUCH SCHEDULE SHALL COMMENCE
AS OF THE DATE SET FORTH IN ITEM E ABOVE (THE "VESTING BASE DATE").
5.2
EXERCISE AFTER TERMINATION OF STATUS AS AN EMPLOYEE, DIRECTOR OR
CONSULTANT.
IN THE EVENT OF TERMINATION OF OPTIONEE'S CONTINUOUS STATUS AS AN
EMPLOYEE, DIRECTOR OR CONSULTANT, THIS NSO MAY BE EXERCISED ONLY IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 6.1.7 OF THE PLAN.
5.3
MANNER OF EXERCISE.
OPTIONEE MAY EXERCISE THIS NSO, OR ANY PORTION OF THIS
NSO, BY GIVING WRITTEN NOTICE TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE,
TO THE ATTENTION OF THE OFFICER OF THE COMPANY DESIGNATED BY THE PLAN
ADMINISTRATOR, ACCOMPANIED BY THE NOTICE OF EXERCISE IN SUBSTANTIALLY THE FORM
ATTACHED HERETO AS EXHIBIT 5.3 EXECUTED BY OPTIONEE, PAYMENT OF THE EXERCISE
PRICE AND PAYMENT OF ANY APPLICABLE WITHHOLDING OR EMPLOYMENT TAXES.
THE DATE
THE COMPANY RECEIVES WRITTEN NOTICE OF AN EXERCISE HEREUNDER ACCOMPANIED BY
PAYMENT WILL BE CONSIDERED AS THE DATE THIS NSO WAS EXERCISED.
5.4
PAYMENT.
EXCEPT AS PROVIDED IN EXHIBIT 5.4 ATTACHED HERETO, IF ANY