|
Exhibit
10.2
Executive
Officers
V ERENIUM C
ORPORATION
2007 E
QUITY I NCENTIVE P
LAN
O PTION A
GREEMENT
(I NCENTIVE
S TOCK O PTION OR N
ONSTATUTORY S TOCK O
PTION )
Pursuant to your Stock Option
Grant Notice (“ Grant Notice ”) and this
Option Agreement, Verenium Corporation (the “
Company ”) has granted you an option under its
2007 Equity Incentive Plan (the “ Plan ”)
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 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. V ESTING
. 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.
2. N UMBER
OF S HARES AND E
XERCISE P RICE . 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.
3. M ETHOD
OF P AYMENT . 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, bank draft or money order payable to the Company
or in any other manner permitted by your Grant
Notice, which may include one or more of the
following:
(a) 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.
(b) Provided that at
the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal , by delivery to the
Company (either by actual delivery or attestation) of already-owned
shares of Common Stock 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. 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.
(c) Provided that at
the time of exercise the Company has established procedures for
“net exercise,” by a “net exercise”
arrangement pursuant to which the Company
will reduce the number of shares of
Common Stock issuable upon exercise by the largest whole number of
shares with a Fair Market Value that does not exceed the aggregate
exercise price; provided, however, the Company shall accept a cash
or other payment from you to the extent of any remaining balance of
the aggregate exercise price not satisfied by such reduction in the
number of whole shares to be issued; provided, further, that shares
of Common Stock will no longer be subject to an Option and will not
be exercisable thereafter to the extent that (A) shares
issuable upon exercise are reduced to pay the exercise price
pursuant to the “net exercise,” (B) shares are
delivered to you as a result of such exercise, and (C) shares
are withheld to satisfy tax withholding obligations.
4. W HOLE S
HARES . You may exercise your option only for
whole shares of Common Stock.
5. S
ECURITIES L AW C
OMPLIANCE . 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
also must 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.
6. T ERM
. You may not exercise your option before the commencement or
after the expiration of its term. The term of your option commences
on the Date of Grant and expires upon the earliest of the
following:
(a) immediately upon
the termination of your Continuous Service for Cause;
(b) three
(3) months after the termination of your Continuous Service
for any reason other than Cause, Disability or death, provided that
if during any part of such three (3)-month period you may not
exercise your option solely because of the condition set forth in
the preceding paragraph relating to “Securities Law
Compliance,” your option shall not expire until the earlier
of the Expiration Date or until it shall have been exercisable for
an aggregate period of three (3) months after the termination
of your Continuous Service;
(c) twelve
(12) months after the termination of your Continuous Service
due to your Disability;
(d) twelve
(12) months after your death if you die either during your
Continuous Service or within three (3) months after your
Continuous Service terminates for any reason other than
Cause;
(e) the Expiration
Date indicated in your Grant Notice; or
(f) the day before the
tenth (10th) anniversary of the Date of Grant.
If your option is an
Incentive Stock Option, note that to obtain the federal income tax
advantages associated with an Incentive Stock Option, the Code
requires that at all times
beginning on the date of grant of your
option and ending on the day three (3) months before the date
of your option’s exercise, you must be an employee of the
Company or an Affiliate, except in the event of your death or your
permanent and total disability, as defined in Section 22(e) of
the Code. (The definition of disability in Section 22(e) of
the Code is different from the definition of the Disability under
the Plan). The Company has provided for extended exercisability of
your option under certain circumstances for your benefit but cannot
guarantee that your option will necessarily be treated as an
Incentive Stock Option if you continue to provide services to the
Company or an Affiliate as a Consultant or Director after your
employment terminates or if you otherwise exercise your option more
than three (3) months after the date your employment with the
Company or an Affiliate terminates.
7. E
XERCISE .
(a) You may exercise
the vested portion of your option during its term by delivering a
Notice of Exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business
hours, together with such additional documents as the Company may
then require.
(b) By exercising your
option you agree that, as a condition to any exercise of your
option, the Company may require you to enter into an arrangement
providing for the payment by you to the Company of any tax
withholding obligation of the Company arising by reason of
(1) the exercise of your option, or (2) the disposition
of shares of Common Stock acquired upon such exercise.
(c) If your option is
an Incentive Stock Option, by exercising your option you agree that
you will notify the Company in writing within fifteen
(15) days after the date of any disposition of any of the
shares of the Common Stock issued upon exercise of your option that
occurs within two (2) years after the date of your option
grant or within one (1) year after such shares of Common Stock
are transferred upon exercise of your option.
8. T
RANSFERABILITY . Your option is not
transferable, except by will or by the laws of descent and
distribution, and is exercisable during your life only by you.
Notwithstanding the foregoing, by delivering written notice to the
Company, in a form sati
| 
