E XHIBIT 10.1
STOCK
OPTION
CANCELLATION
AGREEMENT
‘This Stock Option
Cancellation Agreement is made effective as of the 4
th
day of January, 2007
between Renovis, Inc. (the “Company”) and [
] (the “Optionee”).
WHEREAS, on the dates set forth on
Exhibit A , the Optionee was granted options (the
“Options”) to purchase the number of shares of the
Company’s common stock set forth on Exhibit A (the
“Shares”) at the per share exercise prices set forth on
Exhibit A pursuant to the Company’s Amended and
Restated 2003 Stock Plan (the “2003 Stock Plan”);
and
WHEREAS, the Company desires to
cancel the Options and the Optionee desires to relinquish any
right, title or interest the Optionee may have in or to the
Options, the Shares subject to the Options, and any agreement,
written or oral, relating to the Options (each an “Option
Agreement”).
NOW, THEREFORE, in consideration of
the covenants and undertakings contained herein, and for other good
and valuable consideration, the sufficiency of which is hereby
acknowledged, the Company and the Optionee agree as
follows:
1. Effecti
