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Exhibit
10.3
CURAGEN
CORPORATION
Nonstatutory Stock Option
Agreement
Granted Under 2007 Stock
Incentive Plan
This agreement evidences the
grant by CuraGen Corporation, a Delaware corporation (the
“Company”), on September 25, 2007 (the
“Grant Date”) to Timothy M. Shannon, an employee of the
Company (the “Participant”), of an option to purchase,
in whole or in part, on the terms provided herein and in the
Company’s 2007 Stock Incentive Plan (the “Plan”),
a total of two hundred and fifty thousand shares
(250,000) (the “Shares”) of common stock, $.01 par
value per share, of the Company (“Common Stock”) at
$1.34 per Share. Unless earlier terminated, this option shall
expire at 5:00 p.m., Eastern time, on September 25, 2017 (the
“Final Exercise Date”).
It is intended that the
option evidenced by this agreement shall not be an incentive stock
option as defined in Section 422 of the Internal Revenue Code
of 1986, as amended, and any regulations promulgated thereunder
(the “Code”). Except as otherwise indicated by the
context, the term “Participant”, as used in this
option, shall be deemed to include any person who acquires the
right to exercise this option validly under its terms.
This option will become
exercisable (“vest”) as to:
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(I) |
the date when the Company’s common stock has been at
least $3.00 per share for at least 10 consecutive days before
January 1, 2009; or |
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(II) |
62,500 Shares on the first anniversary of the date of
the Agreement; and |
15,625 Shares ( of
187,500 total remaining balance ) each quarter end after the
first anniversary through the fourth anniversary of the date of the
Agreement;
The right of exercise shall
be cumulative so that to the extent the option is not exercised in
any period to the maximum extent permissible it shall continue to
be exercisable, in whole or in part, with respect to all Shares for
which it is vested until the earlier of the Final Exercise Date or
the termination of this option under Section 3 hereof or the
Plan.
(a) Form of Exercise .
Each election to exercise this option shall be in writing, signed
by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the
manner provided in the Plan. The Participant may
purchase less than the number of shares
covered hereby, provided that no partial exercise of this option
may be for any fractional share.
(b) Continuous
Relationship with the Company Required . Except as otherwise
provided in this Section 3, this option may not be exercised
unless the Participant, at the time he or she exercises this
option, is, and has been at all times since the Grant Date, an
employee or officer of, or consultant or advisor to, the Company or
any other entity the employees, officers, directors, consultants,
or advisors of which are eligible to receive option grants under
the Plan (an
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