Exhibit 10.3
RENOVIS, INC.
STOCK OPTION GRANT NOTICE AND
STOCK OPTION AGREEMENT
UNDER THE 2007 EMPLOYMENT
COMMENCEMENT INCENTIVE PLAN
Renovis, Inc. (the “
Company ”), pursuant to its 2007 Employment
Commencement Incentive Plan (the “ Plan
”) hereby grants to the Optionee listed below (“
Optionee ”), an option to purchase the number
of shares of the Company’s Stock set forth below. This Option
is subject to all of the terms and conditions as set forth herein
and in the Stock Option Agreement and the Plan, each of which are
attached hereto and incorporated herein by reference. Unless
otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Stock Option
Agreement.
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Optionee:
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Date of
Stock Option Agreement:
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Grant
Date:
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Vesting
Commencement Date:
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Exercise
Price per Share:
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$
per share, as adjusted pursuant to Section 10 of the
Plan
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Total Number
of Shares Granted:
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, as adjusted pursuant to Section 10
of the Plan
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Total
Exercise Price:
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$
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Expiration
Date:
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Type of Option:
This Option is a Non-Qualified Stock
Option
Vesting Schedule:
[Insert vesting schedule]
By his or her signature and the
Company’s signature below, Optionee agrees to be bound by the
terms and conditions of the Plan and the Stock Option Agreement
attached hereto. Optionee has reviewed the Stock Option Agreement
and the Plan in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Option and fully
understands all provisions of the Grant Notice, the Stock Option
Agreement and the Plan. Optionee agrees that Optionee has not been
previously employed in any capacity by the Company or a Subsidiary,
or if previously employed, has had a bona-fide period of
non-employment, and that the grant of this Option is an inducement
material to Optionee’s agreement to enter into employment
with the Company or Subsidiary. Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of
the administrator of the Plan upon any questions arising under the
Plan or this Option. Optionee further agrees to notify the Company
upon any change in the residence address indicated
below.
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RENOVIS,
INC.
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OPTIONEE:
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By:
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By:
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Print
Name:
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Print
Name:
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Title:
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Address:
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Address:
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RENOVIS, INC.
2007 EMPLOYMENT COMMENCEMENT
INCENTIVE PLAN
STOCK OPTION
AGREEMENT
Pursuant to the Stock Option Grant
Notice (“ Grant Notice ”) to which this
Stock Option Agreement (this “ Agreement
”) is attached, Renovis, Inc. (the “
Company ”) has granted to the Optionee an
option under the Company’s 2007 Employment Commencement
Incentive Plan (the “ Plan ”) to purchase
the number of shares of Stock indicated in the Grant Notice at the
exercise price indicated in the Grant Notice. Unless otherwise
defined herein, the terms defined in the Plan shall have the same
defined meanings in this Agreement.
ARTICLE I
DEFINITIONS; INCORPORATION OF
TERMS
1.1 General . Wherever the
following terms are used in this Agreement they shall have the
meanings specified below, unless the context clearly indicates
otherwise. Capitalized terms not specifically defined herein shall
have the meanings specified in the Plan.
1.2 Incorporation of Terms of
Plan . The Option is subject to the terms and conditions of the
Plan which are incorporated herein by reference.
ARTICLE II
GRANT OF OPTION
2.1 Grant of Option . In
consideration of the Optionee’s agreement to commence and
remain in the employ of the Company or its Subsidiaries and for
other good and valuable consideration, effective as of the Grant
Date set forth in the Grant Notice (the “ Grant
Date ”), the Company irrevocably grants to the
Optionee the Option to purchase any part or all of an aggregate of
the number of shares of Stock set forth in the Grant Notice, upon
the terms and conditions set forth in this Agreement. The Option
shall be a Non-Qualified Stock Option.
2.2 Purchase Price . The
purchase price per share of the shares of Stock subject to the
Option shall be as set forth in the Grant Notice, without
commission or other charge; provided, however, that the
exercise price shall not be less than the Fair Market Value of a
share of Stock, unless otherwise permitted by applicable
law.
2.3 Consideration to the
Company . In consideration of the granting of the Option by the
Company, the Optionee agrees to render faithful and efficient
services to the Company or any Subsidiary, with such duties and
responsibilities as the Company shall from time to time prescribe.
Nothing in the Plan or this Agreement shall confer upon the
Optionee any right to continue in the employ of the Company or any
Subsidiary or shall interfere with or restrict in any way the
rights of the Company and its Subsidiaries, which are hereby
expressly reserved, to discharge the Optionee at any time for any
reason whatsoever, with or without cause.
ARTICLE III
PERIOD OF
EXERCISABILITY
3.1 Commencement of
Exercisability .
(a) Subject to Sections 3.3 and
5.10, the Option shall become exercisable in such amounts and at
such times as are set forth in the Grant Notice.
STOCK OPTION AGREEMENT PAGE 1
(b) No portion of the Option which
has not become exercisable at Termination of Service (as defined in
Section 3.3 below) shall thereafter become exercisable, except
as may be otherwise provided by the Committee or as set forth in a
written agreement between the Company and the Optionee.
3.2 Duration of
Exercisability . The installments provided for in the Grant
Notice and Section 3.1(a) are cumulative. Each such
installment which becomes exercisable pursuant to the Grant Notice
or Section 3.1 shall remain exercisable until it becomes
unexercisable under Section 3.3.
3.3 Expiration of Option .
The Option may not be exercised to any extent by anyone after the
first to occur of the following events:
(a) The Expiration Date set forth in
the Grant Notice; or
(b) The expiration of three months
following the date of the Optionee’s Termination of Service,
unless such Termination of Service occurs by reason of the
Optionee’s death or Disability; or
(c) The expiration of twelve months
following the date of the Optionee’s Termination of Service
by reason of the Optionee’s Disability; or
(d) The expiration of eighteen
months following the date of the Optionee’s Termination of
Service by reason of the Optionee’s death.
(e) For purposes of this Agreement,
“ Termination of Service ” means the time
when the employment relationship between the Optionee and the
Company or any Subsidiary is terminated for any reason, with or
without cause, including, but not by way of limitation, a
termination by resignation, discharge, death or Disability; but
excluding (a) a termination where there is a simultaneous
reemployment or continuing employment of the Optionee by the
Company or any Subsidiary or a parent corporation thereof (within
the meaning of Section 424 of the Code), (b) at the
discretion of the Committee, a termination which results in a
temporary severance of the employee-employer relationship, and
(c) at the discretion of the Committee, a termination which is
followed by the simultaneous establishment of a consulting
relationship by the Company or a Subsidiary with the former
Employee. The Committee, in its absolute discretion, shall
determine the effect of all matters and questions relating to
Termination of Service for the purposes of this Agreement, and all
questions of whether particular leaves of absence for Optionees
constitute Terminations of Service. Notwithstanding any other
provision of the Plan or this Agreement, the Company or any
Subsidiary has an absolute and unrestricted right to terminate the
Optionee’s employment and/or consultancy at any time for any
reason whatsoever, with or without cause.
ARTICLE IV
EXERCISE OF OPTION
4.1 Person Eligible to
Exercise . Except as provided in Sections 5.2(b) and 5.2(c),
during the lifetime of the Optionee, only the Optionee may exercise
the Option or any portion thereof. After the death of the Optionee,
any exercisable portion of the Option may, prior to the time when
the Option becomes unexercisable under Section 3.3, be
exercised by the Optionee’s beneficiary designated in
accordance with Section 9.4 of the Plan. If no beneficiary has
been designated or survives the Optionee, the Option may be
exercised by the person entitled to such exercise pursuant to the
Optionee’s will or the laws of descent and
distribution.
STOCK OPTION AGREEMENT PAGE 2
4.2 Partial Exercise . Any
exercisable portion of the Option or the entire Option, if then
wholly exercisable, may be exercised in whole or in part at any
time prior to the time when the Option or portion thereof becomes
unexercisable under Section 3.3.
4.3 Manner of Exercise . The
Option, or any exercisable portion thereof, may be exercised solely
by delivery to the Secretary of the Company or the
Secretary’s office of all of the following prior to the time
when the Option or such portion thereof becomes unexercisable under
Section 3.3:
(a) An Exercise Notice in writing
signed by the Optionee or the other person then entitled to
exercise the Option or portion thereof, stating that the Option or
portion thereof is thereby exercised, such notice complying with
all applicable rules established by the Committee. Such notice
shall be substantially in the form attached as Exhibit A
hereto (or such other form as is prescribed by the Committee);
and
(b)(i) Full payment (in cash or by
check) for the shares with respect to which the Option or portion
thereof is exercised, to the extent permitted under applicable
laws; or
(ii) To the extent permitted under
applicable laws, through the delivery of a notice that the Optionee
has placed a market sell order with a broker with respect to shares
of Stock then issuable upon exercise of the Option, and that the
broker has been directed to pay a sufficient portion of the net
proceeds of the sale to the Company in satisfaction of the Option
exercise price, provided , that payment of such proceeds is
made to the Company upon settlement of such sale; or
(iii) With the consent of the
Committee, any combination of the consideration provided in the
foregoing subparagraphs (i) and (ii); and
(c) A bona fide written
representation and agreement, in such form as is prescribed by the
Committee, signed by the Optionee or other person then entitled to
exercise such Option or portion thereof, stating that the shares of
Stock are being acquired for the Optionee’s own account, for
investment and without any present intention of distributing or
reselling said shares or any of them except as may be permitted
under the Securities Act of 1933, as amended (the “
Securities Act ”), and then applicable rules
and regulations thereunder, and that the Optionee or other person
then entitled to exercise such Option or portion thereof
will