Form of Stock Option Agreement For Executive Officers (form A).

Exhibit 10.1


[STANDARD FORM OF OPTION AGREEMENT FOR EXECUTIVE OFFICERS (FORM A)]

ALEXION PHARMACEUTICALS, INC. 2004 INCENTIVE PLAN

STOCK OPTION AGREEMENT

AGREEMENT, made as of this day of , 200_ (the " Grant Date" ), by and between Alexion Pharmaceuticals, Inc., a Delaware corporation (the " Company" ), and (the " Optionee" ).


W I T N E S S E T H :

WHEREAS, pursuant to the Alexion Pharmaceuticals, Inc. 2004 Incentive Plan (the " Plan" ), the Company desires to grant to the Optionee, and the Optionee desires to accept, an option to purchase shares of the Company' s common stock, $0.0001 par value (the " Common Stock" ), upon the terms and conditions set forth in this Agreement and the Plan. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan.


NOW, THEREFORE, the parties hereto agree as follows:


1. Grant . The Company hereby grants to the Optionee an option (the " Option" ) to purchase up to shares of Common Stock, at a purchase price per share of $ . This Option [is] [is not] intended to qualify as an " incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.


2. Restrictions on Exercisability . Except as otherwise provided herein or in the Plan or in an employment agreement between the Optionee and the Company or its affiliates, this Option shall become exercisable in accordance with the schedule shown on Exhibit A based upon the Optionee' s continuous employment or other service with the Company or its affiliates following the Grant Date. No shares of Common Stock may be purchased hereunder unless the Optionee shall have remained in the continuous employment or other service of the Company or an affiliate up to and including the specified date shown on Exhibit A from the Grant Date. Unless earlier terminated, this Option shall expire if and to the extent it is not exercised on or prior to the tenth anniversary of the Grant Date (the " Expiration Date" ).


3. Exercise and Payment . The Optionee may exercise this Option in whole or in part in accordance with the schedule shown on Exhibit A by delivering to the Company (a) a written notice of such exercise specifying the number of shares of Common Stock that the Optionee has elected to acquire and (b) payment in full of the exercise price, together with the amount, if any, deemed necessary by the Company to enable it to satisfy any tax withholding obligations with respect to the exercise (unless other arrangements acceptable to the Company are made for the satisfaction of such withholding obligation). The Option exercise price shall be payable in cash or bank or certified check or by such methods in accordance with such procedures as may be authorized or permitted by the Committee from time to time.


4. Rights as Stockholder . No shares of Common Stock shall be sold or delivered hereunder until full payment for such shares has been made. The Optionee shall have no rights as a stockholder with respect to any shares covered by this Option until a stock certificate for


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such shares is issued to the Optionee. Except as otherwise provided herein or in the Plan, no adjustment shall be made for dividends or distributions of other rights for which the record date is prior to the date such stock certificate is issued.


5. Nontransferability . The Option is not assignable or transferable except upon the Optionee' s death to a beneficiary designated by the Optionee or, if no designated beneficiary shall survive the Optionee, pursuant to the Optionee' s will or the laws of descent and distribution. During an Optionee' s lifetime, this Option may be exercised only by the Optionee.


6. Termination of Employment or other Service


(a) Disability or Death . Except as otherwise provided in an employment agreement between the Opti ...