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Exhibit
10.3
Non-Executive Employees
and Consultants
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. E
XERCISE R ESTRICTION
FOR N ON -E XEMPT E
MPLOYEES . In the event that you are an Employee
eligible for overtime compensation under the Fair Labor Standards
Act of 1938, as amended ( i.e. , a “ Non-Exempt
Employee ”), you may not exercise your option until
you have completed at least six (6) months of Continuous
Service measured from the Date of Grant specified in your Grant
Notice, notwithstanding any other provision of your
option.
4. 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.
5. W HOLE S
HARES . You may exercise your option only for
whole shares of Common Stock.
6. 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.
7. T ERM
. You may not exercis
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