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EXHIBIT 99.5
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Option Agreement (the "Option Agreement") by
and between Collateral Therapeutics, Inc. (the "Corporation") and _____________
("Optionee") evidencing the stock option (the "Option") granted on this date to
Optionee under the terms of the Corporation's 1998 Stock Incentive Plan, and
such provisions shall be effective immediately with such grant date. All
capitalized terms in this Addendum, to the extent not otherwise defined herein,
shall have the meanings assigned to them in the Option Agreement.
INVOLUNTARY TERMINATION FOLLOWING CHANGE IN CONTROL
1. To the extent the Option is, in connection with a Change in Control
transaction, to be assumed or otherwise continued in full force or effect in
accordance with Paragraph 6 of the Option Agreement, the Option shall not
accelerate upon the occurrence of that Change in Control, and the Option shall
accordingly continue, over Optionee's period of Service after the Change in
Control, to become exercisable for the Option Shares in one or more installments
in accordance with the provisions of the Option Agreement. However, immediately
upon an Involuntary Termination of Optionee's Service within eighteen (18)
months following such Change in Control, the Option, to the extent outstanding
at the time but not otherwise fully exercisable, shall automatically accelerate
so that the Option shall become immediately exercisable for all the Option
Shares at the time subject to the Option and may be exercised for any or all of
those Option Shares as fully vested shares.
2. The Option as accelerated under Paragraph 1 shall remain so
exercisable until the EARLIER of (i) the Expiration Date or (ii) the expiration
of the one (1)-year period measured from the date of the Optionee's Involuntary
Termination.
3. For purposes of this Addendum the following definition shall be in
effect:
(i) An INVOLUNTARY TERMINATION shall mean the termination of
Optionee's Service by reason of:
(A) Optionee's involuntary dismissal or discharge by
the Corporation for reasons other than Misconduct, or
(B) Optionee's voluntary resignation following (A) a
change in Optionee's position with the Corporation (or Parent
or Subsidiary employing Optionee) which materially reduces
Optionee's duties and responsibilities or the level of
management to which Optionee reports, (B) a reduction in
Optionee's level of compensation (including base salary,
fringe benefits and target bonus under any corporate
performance based bonus or incentive programs) by more than
fifteen percent (15%) or (C) a relocation of Optionee's place
of employment by more than fifty (50) miles, provided and only
if such change, reduction or relocation is effected by the
Corporation without Optionee's consent.
4. The provisions of Paragraph 1 of this Addendum shall govern the
period for which the Option is to remain exercisable following the Involuntary
Termination of Optionee's Service within eighteen (18) months after the Change
in Control and shall supersede any provisions to the contrary in Paragraph 5 of
the Option Agreement.
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IN WITNESS WHEREOF, Collateral Therapeutics, Inc. has caused this
Addendum to be executed by its duly-authorized officer as of the Effective Date
specified below.
COLLATERAL THERAPEUTICS, INC.
By:___________________________________
Title:________________________________
EFFECTIVE DATE: __________________, _____
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