Exhibit 4(j)
SIGA TECHNOLOGIES, INC.
Non-Qualified Stock Option Agreement
Granting Date: May 23, 2003
To: ___________________________
We are pleased to notify you that, pursuant to the SIGA
Technologies, Inc. Amended and Restated 1996 Incentive and Non-Qualified Stock
Option Plan (the "Plan"), SIGA TECHNOLOGIES, INC., a Delaware corporation (the
"Company") has granted to you (the "Holder") a Non-Qualified stock option (the
"Option") to purchase all or any part of an aggregate of 100,000 shares of
Common Stock of the Company (the "Optioned Shares"), subject to the terms and
conditions of this Agreement and the Plan. All terms, conditions and
restrictions of the Plan are incorporated herein and made part hereof as if
stated herein. If there is any conflict between the terms and conditions of the
Plan and this Agreement, the terms and conditions of the Plan, as interpreted by
the Committee, shall govern. Except as otherwise provided herein, all
capitalized terms (and any other terms defined in the Plan) used herein shall
have the meaning given to such terms in the Plan.
1. Term and Exercise of Option. Subject to the provisions of this
Agreement, this Option may be exercised for up to the number of Optioned Shares
(subject to adjustment as provided in Section hereof) by you on or prior to May
23, 2013 ("Last Exercise Date") at an initial exercise price (the "Exercise
Price") of $1.81 per share (subject to adjustment as provided in Section 7
hereof) and all as subject to the Plan and this Agreement. The Holder may
exercise this Option at any time after the date of this Agreement. Any portion
of the Option that you do not exercise shall accumulate and can be exercised by
you any time prior to the Last Exercise Date. You may not exercise your Option
to purchase a fractional share or fewer than 100 shares, and you may only
exercise your Option by purchasing shares in increments of 100 shares unless the
remaining shares purchasable are less than 100 shares.
This Option may be exercised by delivering to the Secretary of the
Company (i) a written Notice of Intention to Exercise in the form attached
hereto as Exhibit A signed by you and specifying the number of Optioned Shares
you desire to purchase, (ii) payment, in full, of the Exercise Price for all
such Optioned Shares in cash, certified check, surrender of shares of Common
Stock of the Company having a value equal to the exercise price of the Optioned
Shares as to which you are exercising this Option, provided that such
surrendered shares, if previously acquired by exercise of a Company stock
option, have been held by you at least six months prior to their surrender, or
by means of a brokered cashless exercise. As a holder of an option, you shall
have the rights of a shareholder with respect to the Optioned Shares only after
they shall have been issued to you upon the exercise of this Option. Subject to
the terms and provisions of this Agreement and the Plan, the Company shall use
its best efforts to cause the Optioned Shares to be issued as promptly as
practicable after receipt of your Notice of Intention to Exercise.
2. Non-transferability of Option. This Option shall not be
transferable and may be exercised during your lifetime only by you. Any
purported transfer or assignment of this Option shall be void and of no effect,
and shall give the Company the right to terminate this Option as of the date of
such purported transfer or assignment. No transfer of an Option by will or by
the laws of descent and distribution shall be effective unless the Company shall
have been furnished with written notice thereof, and such other evidence as the
Company may deem necessary to establish the validity of the transfer and
conditions of the Option, and to establish compliance with any laws or
regulations pertaining thereto.
3. Certain Rights and Restrictions With Respect to Common Stock. The
Optioned Shares which you may acquire upon the exercise of this Option will not
be registered under the Securities Act of 1933, as amended, or under state
securities laws and the resale by you of such Optioned Shares will, therefore,
be restricted. You will be unable to transfer such Optioned Shares without
either registration under such Act and compliance with applicable state
securities laws or the availability of an exemption therefrom. Accordingly, you
represent and warrant to the Company that all shares of Common Stock you may
acquire upon the exercise of this Option will be acquired by you for your own
account for investment and that you will not sell or otherwise dispose of any
such shares except in compliance with all applicable federal and state
securities laws. The Company may place a legend to such effect upon each
certificate representing Optioned Shares acquired by you upon the exercise of
this Option.
4. Disputes. Any dispute which may arise under or as a result of or
pursuant to this Agreement shall be finally and conclusively determined in good
faith by the Board of Directors of the Company in its sole discretion, and such
determination shall be binding upon all parties.
5. Termination of Status.
(a) This Option is a separate incentive and not in lieu of salary or
other compensation. The Optioned Shares do not vest you with any right to
employment with the Company, nor is the Company's right to terminate your
employment in any way restricted by this Agreement. Subject to the following
provisions of this Section 5, the Option will terminate upon and will not be
exercisable after termination of your employment with the Company ("Employment
Termination Date"). If your employment with the Company is terminated for any
reason other than death or disability, this Option may not be exercised after
the earlier of (i) ninety (90) days from the Employment Termination Date or (ii)
the Expiration Date, and may not be exercised for more than the number of
Optioned Shares purchasable under Section 1 on the Employment Termination Date.
(b) If you die while this Option is exercisable, or within a period
of three months after the Employment Termination Date, the Option may be
exercised by the duly authorized executor of your last will or by the duly
authorized administrator of your estate, but may not be exercised after the
earlier of (i) one year from the date of your death or (ii) the Expiration Date,
and may not be exercised for more than the number of Optioned Shares purchasable
under Section 1 on the date of your death.
(c) If your employment is terminated as a result of your permanent
disability, this Option may not be exercised after the earlier of (i) one year
from the Employment Termination Date, or (ii) the Expiration Date, and may not
be exercised for more than the number of Optioned Shares purchasable under
Section 1 on the Employment Termination Date. If you die after the date your
employment is terminated under the provisions of this Section 5(c) but before
the Expiration Date, the provisions of Section 5(b) above shall apply.
Permanent disability shall mean a disability described in Section
422(c)(6) of the Code. The existence of a Disability shall be determined by the
Committee in its absolute discretion.
6. Adjustments to Exercise Price and Number of Securities. If the
Company shall at any time subdivide or combine the outstanding shares of Common
Stock, or similar corporate events the Exercise Price and the number of shares
subject to the Option shall be appropriately adjusted.
7. Reservation and Listing of Securities. The Company shall at all
times reserve and keep available out of its authorized shares of Common Stock,
solely for the purpose of issuance upon the exercise of this Option, such number
of shares of Common Stock or other securities, properties or rights as shall be
issuable upon the exercise thereof. The Company covenants and agrees that, upon
exercise of
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this Option and payment of the Exercise Price therefor, all shares of Common
Stock and other securities issuable upon such exercise shall be duly and validly
issued, fully paid, non-assessable and not subject to the preemptive rights of
any stockholder. As long as this Option shall be outstanding, the Company shall
use its best efforts to cause all shares of Common Stock issuable upon the
exercise of the Option to be listed (subject to official notice of issuance) on
all securities exchanges on which the Common Stock may then be listed and/or
quoted on NASDAQ.
8. Forfeiture of Option Gains. If at any time within one year after
the exercise of all or any portion of the Option the Committee determines that
the Company has been materially harmed by you, which harm either (a) results in
your being terminated for Cause or (b) results from your engaging in any
activity determined by the Committee, in its sole discretion, to be in
competition with any activity of the Company, or otherwise inimical, contrary or
harmful to the interests of the Company (including, but not limited to,
violating any non-competition or similar agreements entered into with the
Company or otherwise accepting employment with or serving as a consultant,
adviser or in any other capacity to an entity that is in competition with or
acting against the interests of the Company), then upon notice from the Company
to you any gain ("Gain") realized by you upon exercising such Option shall be
paid by you to the Company. For purposes of this Section 9, such Gain shall be
the excess of the Fair Market Value of the shares of Company Stock obtained
through such exercise as of the date of option exercise over the purchase price
of such shares. The Company shall have the right to offset such Gain against any
amounts otherwise owed to you by the Company (including, but not limited to
wages, vacation pay, or pursuant to any benefit plan or other compensatory
arrangement).
9. Notices.
All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly made and sent when
delivered, or mailed by registered or certified mail, return receipt requested:
(a) If to the registered Holder of this Option, to the address of
the Holder as shown on the books of the Company; or
(b) If to the Company, to ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇ ▇▇▇▇▇, or to such other address as the Company may designate by notice to the
Holders.
10. Supplements and Amendments. The Company and the Holder may from
time to time supplement or amend this Agreement in any respect, provided,
however, that no amendment may adversely affect your rights hereunder without
your written consent.
11. Successors. All the covenants and provisions of this Agreement
shall be binding upon and inure to the benefit of the Company, the Holder and
their respective successors and assigns hereunder.
12. Governing Law. This Agreement shall be deemed to be a contract
made under the laws of the State of New York and for all purposes shall be
construed in accordance with the laws of the State of New York without giving
effect to the rules of the State of New York governing the conflicts of laws.
13. Entire Agreement; Modification. This Agreement contains the
entire understanding between the parties hereto with respect to the subject
matter hereof.
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14. Severabilitv. If any provision of this Agreement shall be held
to be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision of this Agreement.
15. Captions. The caption headings of the Sections of this Agreement
are for convenience of reference only and are not intended, nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.
16. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company and the
registered Holder of this Option any legal or equitable right, remedy or claim
under this Agreement; and this Agreement shall be for the sole and exclusive
benefit of the Company and the Holder.
17. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and such counterparts shall together constitute but one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be dully executed, as of the day and year first written.
SIGA TECHNOLOGIES, INC.
By: ____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Acting Chief Executive Officer
Chief Financial Officer
__________________________________
Signature of Holder
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Appendix A
NOTICE OF INTENTION TO EXERCISE STOCK OPTIONS
The undersigned grantee of a SIGA Technologies, Inc. Stock Option Agreement
dated as of ______________________ to purchase _________ shares of SIGA
Technologies, Inc. common stock hereby gives notice of his or her intention to
exercise the Stock Option (or a portion thereof) and elects to purchase shares
of SIGA Technologies, Inc. common stock.
Shares should be issued in the name of the undersigned and should be sent to the
undersigned at:
_____________________________
_____________________________
_____________________________
_____________________________
Dated this _____ day of ____________________.
Social Security Number: ____________________
Name: ______________________________________
____________________________________________
Signature
INSTRUCTIONS: The exercise of these Stock Options is effective on the date the
Company has received all of (1) this Notice of Intention to Exercise Stock
Options, and (2) payment in full in cash of the exercise price for all shares
being purchased pursuant to this Notice.
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