SYMYX TECHNOLOGIES, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)
EXHIBIT
10.29
SYMYX
TECHNOLOGIES, INC.
2007
STOCK INCENTIVE PLAN
OPTION
AGREEMENT
(INCENTIVE
STOCK OPTION OR NONSTATUTORY STOCK OPTION)
Pursuant
to your Stock Option Grant Notice (“Grant Notice”) and
this Option Agreement, Symyx Technologies, Inc. (the
“Company”) has granted you an option under
its
2007 Stock Incentive Plan (the
“Plan”) to purchase the number of shares
of the
Company’s Common Stock indicated in your Grant Notice at the exercise price
indicated in your Grant Notice. Defined terms not explicitly defined
in this Option Agreement but defined in the Plan shall have the same definitions
as in the Plan.
The
details of your option are as follows:
1. VESTING. Subject
to the limitations contained herein, your option will vest as provided in your
Grant Notice, provided that vesting will cease upon the termination of your
Continuous Service.
2. NUMBER
OF SHARES AND EXERCISE PRICE. The number of shares of Common
Stock subject to your option and your exercise price per share referenced in
your Grant Notice may be adjusted from time to time for capitalization
adjustments.
3. EXERCISE
RESTRICTION FOR NON-EXEMPT EMPLOYEES. In the event that you
are an Employee eligible for overtime compensation under the Fair Labor
Standards Act of 1938, as amended (i.e., a “Non-Exempt
Employee”), you may not exercise your option until you have
completed at least six (6) months of Continuous Service measured from the Date
of Grant specified in your Grant Notice, notwithstanding any other provision
of
your option.
4. METHOD
OF PAYMENT. Payment of the exercise price is due in full
upon exercise of all or any part of your option. You may elect to
make payment of the exercise price in cash or by check or in any other manner
permitted by your Grant Notice, which may include the
following:
(a) provided
that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal, pursuant to a program developed
under Regulation T as promulgated by the Federal Reserve Board that, prior
to
the issuance of Common Stock, results in either the receipt of cash (or check)
by the Company or the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds.
5. WHOLE
SHARES. You may exercise your option only for whole shares
of Common Stock.
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6. SECURITIES
LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the shares of Common
Stock issuable upon such exercise are then registered under the Securities
Act
or, if such shares of Common Stock are not then so registered, the Company
has
determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your option also
must comply with other applicable laws and regulations governing your option,
and you may not exercise your option if the Company determines that such
exercise would not be in material compliance with such laws and
regulations.
7. TERM. You
may not exercise your option before the commencement or after the expiration
of
its term. The term of your option commences on the Date of Grant and
expires upon the earliest of the following:
(a) three
(3) months after the termination of your Continuous Service for any reason
other
than your Disability or death, provided that if during any part of such three
(3) month period your option is not exercisable solely because of the condition
set forth in the section above relating to “Securities Law Compliance,” your
option shall not expire until the earlier of the Expiration Date or until it
shall have been exercisable for an aggregate period of three (3) months after
the termination of your Continuous Service;
(b) twelve
(12) months after the termination of your Continuous Service due to your
Disability;
(c) eighteen
(18) months after your death if you die either during your Continuous Service
or
within three (3) months after your Continuous Service terminates;
(d) the
Expiration Date indicated in your Grant Notice; or
(e) the
day before [the seventh (7th) anniversary] [in the case of an Incentive Stock
Option granted to a Grantee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes
of
stock of the Company or any Parent or Subsidiary of the Company, the fifth
(5th)
anniversary] of the Date of Grant.
If
your
option is an Incentive Stock Option, note that to obtain the federal income
tax
advantages associated with an Incentive Stock Option, the Code requires that
at
all times beginning on the date of grant of your option and ending on the day
three (3) months before the date of your option’s exercise, you must be an
employee of the Company or an Affiliate, except in the event of your death
or
your permanent and total disability, as defined in Section 22(e)(3) of the
Code. The Company has provided for extended exercisability of your
option under certain circumstances for your benefit but cannot guarantee that
your option will necessarily be treated as an Incentive Stock Option if you
continue to provide services to the Company or an Affiliate as a Consultant
or
Director after your employment terminates or if you otherwise exercise your
option more than three (3) months after the date your employment with the
Company or an Affiliate terminates.
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8. EXERCISE.
(a) You
may exercise the vested portion of your option during its term by delivering
a
Notice of Exercise (in a form designated by the Company) together with the
exercise price to the Secretary of the Company, or to such other person as
the
Company may designate, during regular business hours, together with such
additional documents as the Company may then require.
(b) By
exercising your option you agree that, as a condition to any exercise of your
option, the Company may require you to enter into an arrangement providing
for
the payment by you to the Company of any tax withholding obligation of the
Company arising by reason of (1) the exercise of your option, (2) the lapse
of
any substantial risk of forfeiture to which the shares of Common Stock are
subject at the time of exercise, or (3) the disposition of shares of Common
Stock acquired upon such exercise.
(c) If
your option is an Incentive Stock Option, by exercising your option you agree
that you will notify the Company in writing within fifteen (15) days after
the
date of any disposition of any of the shares of the Common Stock issued upon
exercise of your option that occurs within two (2) years after the date of
your
option grant or within one (1) year after such shares of Common Stock are
transferred upon exercise of your option.
9.
TRANSFERABILITY. Your
option is not transferable, except by will or by the laws of descent and
distribution, and is exercisable during your life only by
you. Notwithstanding the foregoing, by delivering written notice to
the Company, in a form satisfactory to the Company, you may designate a third
party who, in the event of your death, shall thereafter be entitled to exercise
your option. In addition, if permitted by the Company you may
transfer your option to a trust if you are considered to be the sole beneficial
owner (determined under Section 671 of the Code and applicable state law) while
the option is held in the trust, provided that you and the trustee enter into
a
transfer and other agreements required by the Company.
10. RIGHT
OF FIRST REFUSAL. Shares of Common Stock that you acquire
upon exercise of your option are subject to any right of first refusal that
may
be described in the Company’s bylaws in effect at such time the Company elects
to exercise its right; provided, however, that if your option is an
Incentive Stock Option and the right of first refusal described in the Company’s
bylaws in effect at the time the Company elects to exercise its right is more
beneficial to you than the right of first refusal described in the Company’s
bylaws on the Date of Grant, then the right of first refusal described in the
Company’s bylaws on the Date of Grant shall apply. The Company’s
right of first refusal shall expire on the first date upon which any security
of
the Company is listed (or approved for listing) upon notice of issuance on
a
national securities exchange or quotation system.
11. RIGHT
OF REPURCHASE. To the extent provided in the Company’s
bylaws in effect at such time the Company elects to exercise its right, the
Company shall have the right to repurchase all or any part of the shares of
Common Stock you acquire pursuant to the exercise of your option.
12. OPTION
NOT A SERVICE CONTRACT. Your option is not an employment or
service contract, and nothing in your option shall be deemed to create in any
way whatsoever any obligation on your part to continue in the employ of the
Company or an Affiliate, or of the Company or an Affiliate to continue your
employment. In addition, nothing in your option shall obligate the
Company or an Affiliate, their respective stockholders, Boards of Directors,
Officers or Employees to continue any relationship that you might have as a
Director or Consultant for the Company or an Affiliate.
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13. WITHHOLDING
OBLIGATIONS.
(a) At
the time you exercise your option, in whole or in part, or at any time
thereafter as requested by the Company, you hereby authorize withholding from
payroll and any other amounts payable to you, and otherwise agree to make
adequate provision for (including by means of a “cashless exercise” pursuant to
a program developed under Regulation T as promulgated by the Federal Reserve
Board to the extent permitted by the Company), any sums required to satisfy
the
federal, state, local and foreign tax withholding obligations of the Company
or
an Affiliate, if any, which arise in connection with the exercise of your
option.
(b) Upon
your request and subject to approval by the Company, in its sole discretion,
and
compliance with any applicable legal conditions or restrictions, the Company
may
withhold from fully vested shares of Common Stock otherwise issuable to you
upon
the exercise of your option a number of whole shares of Common Stock having
a
Fair Market Value, determined by the Company as of the date of exercise, not
in
excess of the minimum amount of tax required to be withheld by law (or such
lower amount as may be necessary to avoid classification of your option as
a
liability for financial accounting purposes). If the date of
determination of any tax withholding obligation is deferred to a date later
than
the date of exercise of your option, share withholding pursuant to the preceding
sentence shall not be permitted unless you make a proper and timely election
under Section 83(b) of the Code, covering the aggregate number of shares of
Common Stock acquired upon such exercise with respect to which such
determination is otherwise deferred, to accelerate the determination of such
tax
withholding obligation to the date of exercise of your
option. Notwithstanding the filing of such election, shares of Common
Stock shall be withheld solely from fully vested shares of Common Stock
determined as of the date of exercise of your option that are otherwise issuable
to you upon such exercise. Any adverse consequences to you arising in
connection with such share withholding procedure shall be your sole
responsibility.
(c) You
may not exercise your option unless the tax withholding obligations of the
Company and/or any Affiliate are satisfied. Accordingly, you may not
be able to exercise your option when desired even though your option is vested,
and the Company shall have no obligation to issue a certificate for such shares
of Common Stock or release such shares of Common Stock from any escrow provided
for herein unless such obligations are satisfied.
14. NOTICES. Any
notices provided for in your option or the Plan shall be given in writing and
shall be deemed effectively given upon receipt or, in the case of notices
delivered by mail by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the last address you
provided to the Company.
15. GOVERNING
PLAN DOCUMENT. Your option is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your option,
and
is further subject to all interpretations, amendments, rules and regulations,
which may from time to time be promulgated and adopted pursuant to the
Plan. In the event of any conflict between the provisions of your
option and those of the Plan, the provisions of the Plan shall
control.
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