Exhibit 10.3
APPLERA CORPORATION/CELERA
GROUP
AMENDED AND RESTATED 1999 STOCK
INCENTIVE PLAN
FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT
1
NON-QUALIFIED STOCK OPTION
AGREEMENT dated as of
[Grant Date] by and between Applera Corporation, a Delaware
corporation (the “Company”), and [Name], an employee of
the Company or one of its subsidiaries
(“you”).
1. Grant of
Option. The Company
hereby grants to you an option (the “Option”) to
purchase [Total Number of Shares] shares of its Celera Group Common
Stock, par value $.01 per share (the “Celera Stock”),
under the terms of the Applera Corporation/Celera Group Amended and
Restated 1999 Stock Incentive Plan (the
“Plan”).
2. Purchase Price of
Option. The purchase
price of the shares of Celera Stock subject to the Option is
$[Purchase Price] per share.
3. Expiration Date of
Option. The Option
will expire as of 12:00 a.m. midnight (New York time) on [10 Year
Anniversary of Grant Date] (the “Expiration Date”),
unless it is terminated earlier as provided in this
Agreement.
4.
Exercise. The Option may be exercised as
to [25% of Total Number of Shares] shares on [First Anniversary of
Grant Date], [25% of Total Number of Shares] shares on [Second
Anniversary of Grant Date], [25% of Total Number of Shares] shares
on [Third Anniversary of Grant Date], and [25% of Total Number of
Shares] shares on [Fourth Anniversary of Grant Date].
2
Except
as provided below, the Option may not be exercised unless you are
on the date of exercise, and have been at all times from the date
of grant to the date of exercise, an employee of the Company or one
of its subsidiaries.
5. Termination of
Employment. If your
employment with the Company or a subsidiary is terminated by you or
the Company or a subsidiary for any reason other than Cause (as
defined below), retirement under any retirement plan provided by
the Company or a subsidiary, disability, or death, you may exercise
the Option, to the extent that you would otherwise be entitled to
do so at the date of termination of employment, at any time within
30 days after the date of termination, but not after the Expiration
Date.
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This is the form of
stock option agreement used by Applera Corporation for stock option
grants pursuant to the Applera Corporation/Celera Group Amended and
Restated 1999 Stock Incentive Plan made after October 19,
2006, amendments to that plan.
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2
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The vesting dates
for grants to newly-hired employees are the anniversaries of the
hire date, and not the grant date, if employment commences prior to
the grant date.
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6. Termination of Service for
Cause. If your
employment with the Company or a subsidiary is terminated by the
Company or a subsidiary for Cause, the Option will be immediately
forfeited in full upon termination (regardless of the extent to
which the Option may have been exercisable as of that time). For
purposes of this paragraph 6 only, “Cause” is defined
as (a) any act which is in bad faith and to the detriment of
the Company or one of its subsidiaries or (b) a material
breach of any agreement with or material obligation to the Company
or one of its subsidiaries.
7. Retirement.
If you retire under the terms of any
retirement plan provided by the Company or one of its subsidiaries,
you may exercise the Option, to the extent that you would otherwise
be entitled to do so at the date of retirement, at any time within
one year after the date of retirement, but not after the Expiration
Date.
8. Disability.
If you become totally and
permanently disabled, you may exercise the Option in full (without
regard to the exercise schedule set forth in paragraph 4) at any
time within one year after the date of termination of employment as
a result of disability, but not after the Expiration
Date.
9. Death.
If you die while employed by the
Company or one of its subsidiaries, the Option may be exercised (to
the extent that you would have been entitled to do so at the date
of your death) by your executor or administrator (or other person
at the time entitled by law to your rights under the Option) at any
time within one year after the date of your death, but not after
the Expiration Date.
10. Exercise of
Option. The Option
may be exercised by giving written notice in the form specified by
the Company to the Corporate Secretary at the principal office of
the Company specifying the number of shares of Celera Stock to be
purchased, or in such other manner as the Company may specify to
you from time to time. However, the Option may not be exercised
with respect to a fractional share. The purchase price of the
shares as to which the Option is exercised must be paid in full at
the time of exercise, at your election, (a) in U.S. currency,
(b) by tendering to the Company shares of Celera Stock owned
by you for at least six months (or such longer or shorter period of
time required by the Company to avoid a charge to earnings for
financial accounting purposes) having a Fair Marke
