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Director Stock Option Agreement

 

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Title:

Director Stock Option Agreement

Entities:

Unigene Laboratories Inc.

Date:

2003

Size:

Preview shows 4KB of 20KB total

Price:

$38

ID:

#332086

 

 

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                           UNIGENE LABORATORIES, INC.


DIRECTOR STOCK OPTION AGREEMENT

This Director Stock Option Agreement (the "Agreement") is made effective as
of this 5th day of December, 2001, by and between UNIGENE LABORATORIES, INC., a
Delaware corporation (the "Company"), and Allen Bloom, a resident of New Jersey
(the "Director").

WITNESSETH:

WHEREAS, the Company has determined to grant the Director an option to
purchase shares of the common stock, par value $.01 per share, of the Company
(the "Common Stock"); and

WHEREAS, the Company and the Director desire to enter into this Agreement
to evidence such option.

NOW, THEREFORE, to evidence the stock option so granted, the parties hereto
hereby agree as follows:

1. Grant of Options. The Company hereby grants to the Director a
non-qualified stock option (the "Option") to purchase up to 150,000 shares of
Common Stock, at an option price of $.47 per share, exercisable in accordance
with the terms and conditions of this Agreement.

2. Option Vesting. The Option shall become exercisable in installments in
accordance with the following vesting schedule:

Number of Shares
Installment Number Per Installment Date Exercisable
------------------ ---------------- ----------------
1 10% December 5, 2001
2 30% June 5, 2002
3 30% December 5, 2002
4 30% June 5, 2003

Each installment may be exercised in whole or in part on a cumulative basis, at
any time or from time to time, from and after the date such installment becomes
exercisable through and including the date immediately preceding the Expiration
Date (as defined below).

3. Expiration. Unless terminated earlier in accordance with the terms of
this Agreement, the Option shall expire and be of no further force or effect at
midnight (New York Time) on December 4, 2011 (the "Expiration Date").

4. Death of Director or Other Termination of Directorship.

(a) If the Director dies or ceases to be a Director for any reason,
the Option shall be exercisable and shall terminate as follows, provided,
however, that the Option cannot be exercised after the Expiration Date:

{PAGE}

(i) Upon termination of his service or status as a Director, as
the case may be, (other than by death or for Cause), a Director may, within
three (3) months after the date of such termination, purchase all or any part of
the shares of Common Stock which such Director was entitled to purchase under
such Option on the date of such termination.

(ii) Upon the death of any Director while serving as a Director
or within the three-month period referred to in Section 4(a)(i) above, the
Director's estate or the person to whom such Director's rights under the Option
are transferred by Will or the laws of descent and distribution may, within one
hundred eighty (180) days after the date of such Director's death, purchase all
or any part of the shares of Common Stock which such Director was entitled to
purchase under such Option on the date of death.

(iii) If the service of a Director is terminated by removal for
Cause, the Option shall terminate upon the giving of notice of removal to the
Director or on the termination date stated in the Option, whichever is earlier.
The term Cause shall mean removal because of fraud, disclosure of trade secrets,
activities in competition with the business of the Company, misappropriation of

 

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