Exhibit 10.1
INCENTIVE STOCK
OPTION
,
Optionee:
On
,
deCODE genetics, Inc., a Delaware corporation (the
“Corporation”), granted to you, the optionee named
above, an option to purchase shares of the common stock of the
Corporation (“Common Stock”). This Option is
intended to qualify as an Incentive Sock Option (as hereinafter
defined). The grant hereunder is intended to comply with the
provisions of the United States Securities Act of 1933, as amended
(the “Act”) and the regulations promulgated thereunder
by the United States Securities and Exchange Commission.
This Option is
granted under, and is subject to, the provisions of the
Corporation’s 2006 Equity Incentive Plan, as amended from
time to time (the “Plan”), which is incorporated herein
by reference, and shall be exercisable only on the following terms
and conditions:
The details of
your option are as follows:
1.
Definitions.
(a)
“ Administrator
” means the Board or a committee of the Board to
which the Board delegates the administration of the Plan as
provided herein.
(b)
“Board” means the Board of Directors of the
Corporation.
(c)
“ Code ” means the Internal Revenue Code
of 1986, as amended.
(d)
“Consultant” means a natural person who, or
an employee of any entity that, has contracted directly with the
Corporation or a Subsidiary to provide bona fide services to the
Corporation or a Subsidiary not in connection with the offer or
sale of securities in a capital-raising transaction, but who is not
an Employee or a Non-Employee Director who is paid only for
providing services as a member of the Board.
(e)
“ Disability ” shall have the meaning given
such term in a person’s employment, consulting or other
agreement with the Corporation or, in the absence thereof, in any
disability insurance policy maintained by the Corporation or a
Subsidiary employing or contracting with such person, or in the
absence thereof, as defined in Section 22(e)(3) of the Code.
(f)
“Employee” means any common law employee of
the Corporation or a Subsidiary, including any individual employed
through an agreement between the Corporation or a Subsidiary and a
professional employer organization; provided ,
however , that the term “Employee” does not
include any individual who renders services pursuant to a written
arrangement that expressly provides that the individual is not
eligible for participation in the Plan, regardless if such
individual is later
determined by the Internal Revenue Service or a court of law to be
a common law employee.
(g)
“ Fair Market Value
” means, as of any date:
(i)
If the Common Stock is listed on an established stock exchange or
exchanges (including the Nasdaq Stock Market), the Fair Market
Value shall be deemed to be the closing price of the Common Stock
on such stock exchange or exchanges on the day before such
date. If no sale of Common Stock has been made on any stock
exchange on that day, the Fair Market Value shall be deemed to be
such closing price for the next preceding day on which a sale
occurred.
(ii)
If the Common Stock is not listed on an established stock exchange
(including the Nasdaq Stock Market), the Fair Market Value shall be
the mean between the closing dealer “bid” and
“asked” prices for the Common Stock for the day before
such date, and if no “bid” and “asked”
prices are quoted for the day before such date, the Fair Market
Value shall be determined by reference to such prices on the next
preceding day on which such prices were quoted.
(iii)
In the event that the Common Stock is not traded on an established
stock exchange (including the Nadsaq Stock Market) and no closing
dealer “bid” and “asked” prices are
available on the day before such date, then, subject to the
conditions and limitations of Code Section 409A, and the
guidance promulgated thereunder, the Fair Market Value will be the
price established by the Administrator in good faith.
(iv)
In connection with determining the Fair Market Value on any
relevant day, the Administrator may use any source deemed reliable;
and its determination shall be final and binding on all affected
persons, absent clear error.
(h)
“ Immediate family ” means a person’s
spouse, parents, children, stepchildren, adoptive relationships,
sisters, brothers, grandchildren and any other family member as to
whom a registration statement on Form S-8 may be used for the
exercise of this Option.
(i)
“ Incentive Stock
Option ” means a stock option intended to satisfy the
requirements of Code
Section 422(b).
(j)
“ Non-Employee Director ” means a member of
the Board or of the board of directors of a Subsidiary who is not
an Employee.
(k)
“ Retirement ”
means the termination of a person’s employment with or
service as a Non-Employee Director of the Corporation or a
Subsidiary following the first day of the month coincident with or
next following such person’s (i) attainment of age 65, and
(ii) completion of five (5) years service, in the case of an
Employee, or three (3) years of service, in the case of a
Non-Employee Director.
(l)
“ Subsidiary ”
means a subsidiary corporation, as defined in Code
Section 424(f), that is a subsidiary of the Corporation.
2
(m)
“ Termination or Dismissal
For Cause ” shall have the meaning ascribed to such
term or a similar term in a person’s employment, consulting
or other agreement with the Corporation, or in the absence
thereof:
(i)
gross or habitual failure to perform the person’s assigned
duties that is not corrected within fifteen (15) days of written
notice to such person thereof; or
(ii)
misconduct, including, but not limited to: (A) conviction of a
crime, or entry of a plea of nolo contendere with regard to a
crime, involving moral turpitude or dishonesty, (B) illegal drug
use or alcohol abuse on Corporation premises or at a Corporation
sponsored event, (C) conduct by you which in the good faith and
reasonable determination of the Board demonstrates gross unfitness
to serve, (D) participation in a fraud or act of dishonesty against
the Corporation, or (E) intentional, material violati
