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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
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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
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(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
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(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
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