EXHIBIT 10.2.2
DELTAGEN, INC. 2000 STOCK INCENTIVE PLAN:
INCENTIVE STOCK OPTION AGREEMENT
INCENTIVE STOCK This Option is intended to be an incentive stock option
OPTION under section 422 of the Internal Revenue Code to the
extent permitted under applicable law.
VESTING Your Option vests over a four-year period as follows: No
part of your Option will vest until you have performed
twelve months of Service from the Vesting Start Date.
Twenty Five percent (25%) of your Option vests when you
complete twelve months of Service from the Vesting Start
Date as shown on the cover sheet; the balance of your
Option will vest with respect to an additional 1/48 of the
Shares subject to the Option for each full month of Service
thereafter (rounded to the nearest whole share). After
your Service has terminated for any reason, vesting of your
Option immediately stops.
TERM Your Option will expire in any event at the close of
business at Deltagen headquarters on the day before the
10th anniversary of the Date of Grant shown on the cover
sheet (fifth anniversary for a 10% owner). It will expire
earlier if your Deltagen service terminates, as described
below.
REGULAR If your service as an employee of Deltagen (or any
TERMINATION subsidiary) terminates for any reason except death or total
and permanent disability, then your option will expire at
the close of business at Deltagen headquarters on the 90th
day after your termination date.
Deltagen determines when your service terminates for this
purpose.
If you die as an employee of Deltagen or one of its
DEATH subsidiaries, then your Option will expire at the close of
business at Deltagen headquarters on the date six months
after the date of death. During that six-month period,
your estate or heirs may exercise your Option.
DISABILITY If your service as an employee of Deltagen (or any
subsidiary) terminates because of your total and permanent
disability, then your Option will expire at the close of
business at Deltagen headquarters on the date six months
after your termination date.
LEAVES OF For purposes of this Option, your service does not
ABSENCE terminate when you go on a military leave, a sick leave or
another BONA FIDE leave of absence that was approved by
Deltagen in writing. Your service terminates when the
approved leave ends, unless you immediately return to
active work.
Deltagen determines which leaves count for this purpose.
RESTRICTIONS ON Deltagen will not permit you to exercise this option if the
EXERCISE issuance of shares at that time would violate any law.
NOTICE OF When you wish to exercise this option, you must submit the
EXERCISE form provided by Deltagen at the following address:
Deltagen, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Stock Administration
Facsimiles are not acceptable. Your notice must specify
how many shares you wish to purchase and how your shares
should be registered (in your name only or in your and your
spouse's names as community property or as joint tenants
with right of survivorship). The notice will be effective
when it is received by Deltagen.
If someone else wants to exercise this Option after your
death, that person must prove to Deltagen's satisfaction
that he or she is entitled to do so.
-2-
FORM OF PAYMENT When you submit your notice of exercise, you must include
payment of the option price for the shares you are
purchasing. Payment may be made in one (or a combination
of two or more) of the following forms:
- Your personal check, a cashier's check or a money
order.
- Irrevocable directions to a securities broker approved
by Deltagen to sell your option shares and to deliver
all or a portion of the sale proceeds to Deltagen in
payment of the option price. The directions must be
given by signing the form provided by Deltagen. The
balance of the sale proceeds, if any, will be
delivered to you.
- Certificates for Deltagen stock that you have owned
for at least six months, along with any forms needed
to effect a transfer of the shares to Deltagen. The
value of the shares, determined as of the effective
date of the option exercise, will be applied to the
option price.
WITHHOLDING You will not be allowed to exercise this Option unless you
TAXES make acceptable arrangements to pay any withholding taxes
that may be due as a result of the option exercise.
RESTRICTIONS ON By signing this Agreement, you agree not to sell any option
RESALE shares at a time when applicable laws or Deltagen policies
prohibit a sale. This restriction will apply as long as
you are an employee of Deltagen or a subsidiary.
TRANSFER OF Prior to your death, only you may exercise this Option.
OPTION You cannot transfer or assign this option. For instance,
you may not sell this Option or use it as security for a
loan. If you attempt to do any of these things, this
Option will immediately become invalid. You may, however,
dispose of this Option in your will.
Regardless of any marital property settlement agreement,
Deltagen is not obligated to honor a notice of exercise
from your former spouse, nor is Deltagen obligated to
recognize your former spouse's interest in your Option in
any other way.
RETENTION RIGHTS Your Option or this Agreement do not give you the right to
be retained by Deltagen or its subsidiaries in any
capacity. Deltagen and its subsidiaries reserve the right
to terminate your service at any time, with or without
cause.
-3-
STOCKHOLDER You, or your estate or heirs, have no rights as a
RIGHTS stockholder of Deltagen until a certificate for your option
shares has been issued. No adjustments are made for
dividends or other rights if the applicable record date
occurs before your stock certificate is issued, except as
described in the Plan.
ADJUSTMENTS In the event of a stock split, stock dividend or a similar
change in Deltagen stock, the number of shares covered by
this Option and the exercise price per share may be
adjusted pursuant to the Plan.
APPLICABLE LAW This Agreement will be interpreted and enforced under the
laws of the State of California.
THE PLAN AND The text of the Deltagen, Inc. 2000 Stock Incentive Plan is
OTHER AGREEMENTS incorporated in this Agreement by reference. This
Agreement and the Plan constitute the entire understanding
between you and Deltagen regarding this Option. Any prior
agreements, commitments or negotiations concerning this
option are superseded.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL
OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
-4-
