Exhibit 10.2
SENOMYX, INC.
2004 EQUITY INCENTIVE PLAN
NON-EMPLOYEE DIRECTORS’
STOCK OPTION PROGRAM
STOCK OPTION AGREEMENT
(NONSTATUTORY STOCK OPTION)
Pursuant to your Stock Option Grant
Notice ( “Grant Notice” ) and this Stock
Option Agreement, Senomyx, Inc. (the
“Company” ) has granted you an option
under its 2004 Equity Incentive Plan (the
“Plan” ) and Non-Employee
Directors’ Stock Option Program to purchase the number of
shares of the Company’s Common Stock indicated in your Grant
Notice at the exercise price indicated in your Grant Notice.
Defined terms not explicitly defined in this Stock Option Agreement
but defined in the Plan shall have the same definitions as in the
Plan.
The details of your option are as
follows:
1.
VESTING . Subject
to the limitations contained herein, your option will vest as
provided in your Grant Notice, provided that vesting will cease
upon the termination of your Continuous Service. In addition,
if the Company is subject to a Change in Control before your
Continuous Service terminates, then all of the unvested shares
subject to this option shall become fully vested and exercisable
immediately prior to the effective date of such Change in
Control.
2.
NUMBER OF SHARES AND EXERCISE PRICE . The number of shares of Common Stock
subject to your option and your exercise price per share referenced
in your Grant Notice may be adjusted from time to time for
Capitalization Adjustments, as provided in the Plan.
3.
EXERCISE PRIOR TO VESTING (“EARLY
EXERCISE”).
If permitted in your Grant Notice (i.e., the “Exercise
Schedule” indicates that “Early Exercise” of your
option is permitted) and subject to the provisions of your option,
you may elect at any time that is both (i) during the period
of your Continuous Service and (ii) during the term of your
option, to exercise all or part of your option, including the
nonvested portion of your option; provided, however,
that:
(a)
a partial exercise of your option
shall be deemed to cover first vested shares of Common Stock and
then the earliest vesting installment of unvested shares of Common
Stock;
(b)
any shares of Common Stock so
purchased from installments that have not vested as of the date of
exercise shall be subject to the purchase option in favor of the
Company as described in the Company’s form of Early Exercise
Stock Purchase Agreement; and
(c)
you shall enter into the
Company’s form of Early Exercise Stock Purchase Agreement
with a vesting schedule that will result in the same vesting as if
no early exercise had occurred.
4.
METHOD OF PAYMENT .
Payment of the exercise price is due in full upon exercise of all
or any part of your option. You may elect to make payment of
the exercise price in cash or by check or in any other manner
permitted by your Grant Notice , which may
include one or more of the following:
(d)
In the Company’s sole
discretion at the time your option is exercised and provided that
at the time of exercise the Common Stock is publicly traded and
quoted regularly in The Wall Street Journal , pursuant to a
program developed under Regulation T as promulgated by the Federal
Reserve Board that, prior to the issuance of Common Stock, results
in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise
price to the Company from the sales proceeds.
(e)
Provided that at the time of
exercise the Common Stock is publicly traded and quoted regularly
in The Wall Street Journal , by delivery of already-owned
shares of Common Stock either that you have held for the period
required to avoid a charge to the Company’s reported earnings
(generally six months) or that you did not acquire, directly or
indirectly from the Company, that are owned free and clear of any
liens, claims, encumbrances or security interests, and that are
valued at Fair Market Value on the date of exercise.
“Delivery” for these purposes, in the sole discretion
of the Company at the time you exercise your option, shall include
delivery to the Company of your attestation of ownership of such
shares of Common Stock in a form approved by the Company.
Notwithstanding the foregoing, you may not exercise your option by
tender to the Company of Common Stock to the extent such tender
would violate the provisions of any law, regulation or agreement
restricting the redemption of the Company’s stock.
5.
WHOLE SHARES . You
may exercise your option only for whole shares of Common
Stock.
6.
SECURITIES LAW COMPLIANCE . Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the
shares of Common Stock issuable upon such exercise are then
registered under the Securities Act or, if such shares of Common
Stock are not then so registered, the Company has determined that
such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your
option must also comply with other applicable laws and regulations
governing your option, and you may not exercise your option if the
Company determines that such exercise would not be in material
compliance with such laws and regulations.
7.
TERM . You may not
exercise your option before the commencement of its term or after
its term expires. The term of your option commences on the
Date of Grant and expires upon the earliest of the
following:
(a)
twelve (12) months after the
termination of your Continuous Service for any reason other than
your Disability or death, provided that if during any part of such
twelve (12) month period your option is not exercisable solely
because of the condition set forth in the pr
