OPTION TERM SHEET
Pursuant to the terms and conditions of your Offer of Employment dated June 14,
2000, you have been granted a Non-Qualified Stock Option to purchase 300,000
shares of CYTOGEN Common Stock as outlined below:
Granted To: Lawrence Hoffman
SSN ###-##-####
Grant Date: July 10, 2000
Options Granted: 300,000
Option Price Per Share: $10.141
Expiration Date: July 10, 2010
Vesting Schedule: 33.3% per year for three years
100,000 on 7/10/2001
100,000 on 7/10/2002
100,000 on 7/10/2003
By my signature below, I hereby acknowledge receipt of these Option terms, which
have been issued to me under the terms and conditions of my Offer of Employment
dated June 14, 2000.
Date:
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Lawrence Hoffman
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CYTOGEN CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
1. Grant of Option. Subject to all the terms and conditions hereof and
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the option term sheet attached hereto and made a part hereof (the "Term Sheet"),
the Company hereby grants to the Employee an option (the "Option"), to purchase
shares of the Company's Common Stock. The Option is not intended to qualify as
an Incentive Stock Option within the meaning of Section 422A of the Internal
Revenue Code of 1986, as amended (the "Code"). In the event of any inconsistency
in the terms hereof and the terms of the Term Sheet, the terms of the Term Sheet
shall govern.
2. Exercise of Option.
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2.1 Exercisability of Option.
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2.1.1 Except as provided in Sections 2.1.2, 2.1.3, and 2.2, this
Option shall be exercisable only in accordance with the following schedule:
Number of Years Percentage of Option Shares
Since Date of Grant Available for Purchase (Cumulative)
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Less than one 0.0%
One but fewer than Two 33.3
Two but fewer than Three 66.6
Three or more 100.0
2.1.2 If, prior to the Expiration Date, the Employee's employment
terminates because of death or Total Disability as defined below, this Option
shall become exercisable, but only during the applicable period specified in
Section 2.4, in accordance with the following schedule:
Number of Years Percentage of Option Shares
Since Date of Grant Available for Purchase (Cumulative)
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Less than one 50%
One but fewer than Two 50
2.1.2 (a) The term "Total Disability" as used in this Agreement
shall mean inability of an Employee to engage in any substantial gainful
activity by reason of a medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12 months. All determinations
as to the date and extent of disability of an Employee will be made by the
Committee.
2.1.3 (a) Upon the occurrence of a Major Event, as defined below,
in addition to those shares available for purchase as of the date of the Major
Event all of the remaining Option Shares not then otherwise available for
purchase as of such date shall become immediately available for purchase.
(b) (i) The term "Major Event" as used in this Agreement
shall mean (1) the Company enters into one or more definitive agreements to
merge or consolidate the Company with or into another corporation, or to sell or
otherwise dispose of all or substantially all of the Company's assets, or to
effect any other
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transaction, consolidation or reorganization having similar results or effect;
(2) any person other than the Company makes a tender or exchange offer for more
than 50% of Common Stock pursuant to which purchases of any amount of Common
Stock are made; (3) stock representing more than 50% of the voting power of the
Company is acquired by any person other than the Company in any one or more
transaction(s); or (4) within any 24-month period persons who were members of
the Company's Board of Directors immediately prior to such 24-month period,
together with any persons who were first elected as directors during such
24-month period by or upon the recommendation of members of the Board of
Directors who were members immediately prior to such 24-month period and who
constituted a majority of the Board of Directors at the time of such election,
cease to constitute a majority of the Board of Directors.
2.2 Expiration Date. This Option may not be exercised after the
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Expiration Date.
2.3 Continuous Employment Required. This Option may not be exercised
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unless on the date of exercise (i) the Employee has been continuously in the
employment of the Company since the Date of Grant or (ii) the Employee meets the
requirements of Section 2.4. For the purposes of this Agreement, (i)
"employment" shall have the meaning specified in Section 1.421-7(h) of the
Income Tax Regulations or any successor regulations, and (ii) if this Agreement
shall be assumed or a new option agreement substituted therefor in a transaction
to which Section 425(a) of the Code or any successor provision applies,
employment by the assuming or substituting corporation shall be considered for
all purposes of this Agreement to be employment by the Company. For purposes of
this Agreement, any leave of absence taken with the consent of the Company for a
period not greater than 90 days shall not be deemed an interruption of otherwise
continuous employment so long as the Employee's right to employment with the
Company or any Related Corporation is guaranteed by contract through the period
of leave. If the period of leave exceeds 90 days, and if the Employee's right to
employment is not guaranteed by contract through the period of leave, the
employment will be deemed terminated as of the first day of the leave.
2.4 Exercise After Termination of Employment.
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2.4.1 If the Employee ceases to be employed by the Company for
any reason other than death or Total Disability, and provided that through the
date of termination of employment the Employee shall have been continuously in
the employment of the Company since the Date of Grant, the right to exercise
this Option shall terminate three months after the date of termination of
employment, but in no event after the Expiration Date. During that three-month
period, this Option may be exercised only in respect of any or all Option Shares
which were available for purchase at the date of termination of employment as
provided in Section 2.1.1.
2.4.2 If the Employee ceases to be employed because of Total
Disability, and provided that through the date of termination of employment the
Employee shall have been continuously in the employment of the Company since the
Date of Grant, the right to exercise this Option shall terminate one year after
the date of termination of employment, but in no event after the Expiration
Date. During that one-year period, this Option may be exercised only with
respect to any
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or all Option Shares which were available for purchase on the date of
termination of employment as provided in Section 2.1.2.
2.4.3 If the Employee ceases to be employed by reason of his or
her death, or dies following the date of his or her termination of employment
but at a time when this Option still would be exercisable but for the death of
the Employee, the Option may be exercised by the person or persons to whom this
Option passed by will or by the laws of descent and distribution (but by no
other persons) until the earlier of (i) the end of the one-year period
immediately following the date of death, (ii) the Expiration Date or (iii) if
the death occurs after the termination of employment, the end of the period in
which this Option could be exercised under Section 2.4.1 or 2.4.2.
3. Exercise.
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3.1 Manner of Exercise. Subject to the conditions set forth in this
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Agreement, this Option may be exercised in whole or in part at any time, or from
time to time, during its term. To exercise this Option, the Employee (or other
person entitled to exercise this Option) must deliver to the Company, at its
principal office:
(i) a notice of exercise of this Option, which states the
extent to which this Option is being exercised;
(ii) a certified or bank cashier's check in an amount equal
to the Exercise Price of this Option times the number of shares as to
which it is being exercised, or consideration in such other form as
may be permitted under the terms on which this Option is granted; and
(iii) a certified or bank cashier's check equal to any
withholding taxes the Company is required to pay because of the
exercise of this Option.
The date on which the Company receives all the items specified in this
subsection will be the date on which this Option is exercised to the extent
described in the notice of election.
3.2 Laws and Regulations. The obligation of the Company to sell and
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deliver shares of Common Stock under this Agreement will be subject to the
condition that legal counsel for the Company be satisfied that the sale and
delivery will not violate the Securities Act of 1933, as amended, or any other
applicable laws, rules or regulations.
3.3 Delivery of Stock Certificates. As promptly as practicable after
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this Option is exercised, the Company will deliver to the person who exercises
this Option certificates, registered in that person's name, representing the
number of shares of Common Stock which were purchased by the exercise of this
Option. Each certificate may bear a legend to indicate, if applicable, that (i)
the Common Stock represented by the certificate was issued in a transaction
which was not registered under the Securities Act of 1933, as amended, and may
only be sold or transferred in a transaction which is registered under that Act
or is exempt from the registration requirements of that Act, and (ii) the Common
Stock represented by the certificate is subject to the obligation of the holder
to pay any unpaid balance of the Exercise
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Price (whether pursuant to a promissory note or otherwise), and/or that the
Common Stock is pledged to secure such an obligation.
4. Nontransferability of Options. Except as otherwise expressly provided,
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this Option may be exercised only by the Employee or his or her guardian or
legal representative during the Employee's lifetime. This Option may not be
assigned, pledged or hypothecated in any way, will not be subject to execution,
and will not be transferable otherwise than by will or the laws of descent and
distribution. The Company will not recognize any attempt to assign, transfer,
pledge, hypothecate or otherwise dispose of this Option contrary to the
provisions of this Agreement, or any levy of any attachment or similar process
upon any Option, and, except as expressly stated herein, the Company will not be
required to, and will not, issue Common Stock on exercise of this Option to
anyone who claims to have acquired this Option from the Employee to whom it was
granted.
5. No Employment Rights or Other Employee Benefits. Nothing contained in
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this Agreement shall be construed or deemed by any person under any
circumstances to bind the Company to continue the employment of the Employee for
the period within which this Option may be exercised. The amount of any economic
benefit directly or indirectly realized by the Employee as a result of the
exercise of this Option or the sale of shares received upon such exercise shall
not constitute "compensation" with respect to which any other employee benefits
of the Employee are determined, including, without limitation, benefits under
any defined benefit, defined contribution, profit sharing, life insurance,
salary contribution or other benefit plans.
6. Rights as a Stockholder. Except as otherwise expressly provided in this
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Agreement, the Employee shall have no rights as a stockholder with respect to
any Option Shares, unless and until those shares are purchased in accordance
with this Agreement.
7. Recapitalization. If as a result of any (i) reorganization or
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liquidation of the Company, or (ii) reclassification of the Company's capital
stock, or (iii) consolidation or merger of the Company with or into another
corporation, or sale of all or substantially all the assets of the Company (a
reorganization or liquidation of the Company or reclassification of the
Company's capital stock, or a merger, consolidation or sale of the type
described in this subsection being a "Corporate Transaction") while this Option
is outstanding, the holders of the Common Stock become entitled to receive with
respect to their Common Stock, securities or assets other than, or in addition
to, their Common Stock, upon exercise of this Option the holder will receive
what the holder would have owned if the holder had exercised the Option
immediately before the first Corporate Transaction which occurred while the
Option was outstanding and had not disposed of anything the holder would have
received as a result of that and all subsequent Corporate Transactions.
8. Withholding Taxes. If, whether because of a disposition of Common Stock
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acquired on exercise of this Option, or otherwise, the Company is required to
pay withholding taxes to any Federal, state or other taxing authority and the
Employee fails to provide the Company with the funds with which to pay that
withholding tax, the Company may withhold up to 50% of each payment of salary or
bonus to the Employee (which will be in addition to any other required or
permitted
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withholding), until the Company has been reimbursed for the entire withholding
tax it was required to pay.
9. Miscellaneous.
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9.1 Except as provided herein, this Agreement may not be amended or
otherwise modified unless evidenced in writing and signed by the Company and the
Employee.
9.2 All notices under this Agreement shall, unless otherwise provided
herein, be mailed or delivered by hand to the Company, Attention Corporate
Secretary, or the Employee at their respective addresses set forth herein or at
such other address as may be designated in writing by either of the parties to
one another, and shall be effective upon actual receipt.
9.3 This Agreement has been entered into and shall be governed by and
construed in accordance with the laws of the State of New Jersey.
9.4 This Agreement shall be binding upon and inure to the heirs,
successors and assigns of the Employee, subject, however, to the limitations set
forth in this Agreement with respect to assignment of this Agreement, the Option
or rights in either of them, and the successors and assigns of the Company.
CYTOGEN CORPORATION
By:
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An Officer of the Corporation
ADDRESS: 600 College Road East-CN5308
Princeton, NJ 08540-5308
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