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EXHIBIT 4.2
THIRD WAVE TECHNOLOGIES, INC.
2000 STOCK PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Third
Wave
Technologies, Inc. 2000 Stock Plan (the "Plan") shall have the same
defined
meanings in this Option Agreement (the "Agreement").
I. NOTICE OF
GRANT
You
have been granted an option to purchase shares of Common Stock of
Third
Wave Technologies, Inc. (the "Company"), subject to the terms and
conditions of
the Plan and this Agreement, as follows:
<TABLE>
<S>
<C>
Granted To:
________________________________________
Date of Grant
________________________________________
Exercise Price per Share
$_______________________________________
Total Number of Option Shares Granted
________________________________________
Total Exercise Price
$_______________________________________
Type of Option:
________________________________________
Term/Expiration Date:
________________________________________
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Vesting Schedule: ______________
[Vesting Schedule to be inserted]
Termination Period: ____________
This
Option may be exercised for the three-month period immediately
following the date the Optionee ceases to be a Service Provider.
Upon the
Disability of the Optionee, this Option may be exercised for the
twelve-month
period immediately following the date the Optionee ceases to be a
Service
Provider. If termination of employment or service results from the
death of the
Optionee, the personal representative of the Optionee's estate, or
a person who
by bequest, inheritance or otherwise by reason of the Optionee's
death, acquired
the right to exercise the Option, may exercise any Option at any
time within the
three-year period immediately following the death of the Optionee.
In no event
shall this Option be exercised later than the Term/Expiration Date
as provided
above.
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II. AGREEMENT
A.
Grant of
Option.
The Plan
Administrator of the Company hereby grants to the Optionee
named in the Notice of Grant attached as Part I of this Agreement
(the
"Optionee") an option (the "Option") to purchase the number of
Shares, as set
forth in the Notice of Grant, at the exercise price per share set
forth in the
Notice of Grant (the "Exercise Price"), subject to the terms and
conditions of
the Plan, which is incorporated herein by reference. By accepting
this Option,
the Optionee hereby accepts the Option described in this Agreement,
and agrees
to be bound by the terms of the Plan and this Agreement. The
Optionee hereby
further accepts that all the decisions and determinations of the
Plan
Administrator shall be final and binding. Subject to Section 15(c)
of the Plan,
in the event of a conflict between the terms and conditions of the
Plan and the
terms and conditions of this Option Agreement, the terms and
conditions of the
Plan shall prevail.
If designated in the Notice of Grant as an Incentive Stock
Option
("ISO"), this Option is intended to qualify as an Incentive Stock
Option under
Section 422 of the Code. However, if this Option is intended to be
an Incentive
Stock Option, to the extent that it exceeds the $100,000 rule of
Code Section
422(d) it shall be treated as a Nonstatutory Stock Option
("NSO").
B.
Exercise of
Option.
(a) Right to Exercise. This Option is exercisable during its term
in
accordance with the Vesting Schedule set out in the Notice of Grant
and the
applicable provisions of the Plan and this Option Agreement. No
exercise of an
Option may be for less than one full share. In no event shall the
Corporation be
required to transfer fractional shares to the Optionee.
(b) Method of Exercise. This Option is exercisable by delivery
of
written or electronic notice of exercise (the "Exercise Notice")
which shall
state the election to exercise the Option, the number of Shares in
respect of
which the Option is being exercised (the "Exercised Shares"), and
such other
representations and agreements as may be required by the Company
pursuant to the
provisions of the Plan. The Exercise Notice shall be completed by
the Optionee
and delivered to the Company-sponsored Stock Plan Service Provider,
if
applicable, otherwise to Third Wave Technologies, Inc. The Exercise
Notice
shall be accompanied by payment of the aggregate Exercise Price as
to all
Exercised Shares. This Option shall be deemed to be exercised upon
receipt by
the Company-sponsored Stock Plan Service Provider, if applicable,
otherwise to
Third Wave Technologies, Inc. of such fully executed Exercise
Notice accompanied
by such aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of this
Option
unless such issuance and exercise complies with Applicable Laws.
Assuming such
compliance, for income tax purposes the Exercised Shares shall be
considered
transferred to the Optionee on the date the Option is exercised
with respect to
such Exercised Shares.
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C.
Method of
Payment.
Payment of the aggregate Exercise Price shall be by any of the
following or a combination thereof, at the election of the
Optionee:
1. cash;
2. check;
3. in cash, on the T+3 settlement date (trade date plus three
days)
that occurs after the exercise d
