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One-Year Xxxxx
EXHIBIT 10.4
NANOGEN, INC.
1997 STOCK INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
Nanogen, Inc., a Delaware corporation (the "Company"), hereby grants an
Option to purchase shares of its common stock ("Shares") to the Optionee named
below. The terms and conditions of the Option are set forth in this cover sheet,
in the attachment and in the Company's 1997 Stock Incentive Plan (the "Plan").
Date of Grant:__________________________________________________________________
Name of Optionee:_______________________________________________________________
Optionee's Social Security Number:______________________________________________
Number of Shares Covered by Option:_____________________________________________
Exercise Price per Share: $____________________________________________________
[must be at least 100% fair market value on Date of Grant]
Vesting Start Date:_____________________________________________________________
Check here if Optionee is a 10% owner (so that exercise price
must be 110% of fair market value and term will not exceed 5
years).
BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY
OF WHICH IS ALSO ATTACHED.
Optionee:_______________________________________________________________________
(Signature)
Company:________________________________________________________________________
(Signature)
Title:___________________________________________________________
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NANOGEN, INC.
1997 STOCK INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION This Option is intended to be an incentive stock
option under section 422 of the Internal Revenue
Code and will be interpreted accordingly .
VESTING Your Option vests monthly over a four year period
beginning on the Vesting Start Date as shown on
the cover sheet. The number of Shares which vest
under this Option at the Exercise Price shall be
equal to the product of the number of months of
your continuous service with the Company
("Service") (including any approved leaves of
absence) from the Vesting Start Date times the
number of Shares covered by this Option times
1/48. The resulting number of Shares will be
rounded to the nearest whole number.
Notwithstanding the above, no shares will vest
until you have performed twelve months of Service
from the Vesting Start Date. This Option shall be
fully vested upon a Change in Control as defined
in the Plan. Change in Control does not include
any public offering of Shares. No additional
Shares will vest after your Service has terminated
for any reason.
TERM Your Option will expire in any event at the close
of business at Company headquarters on the day
before the tenth anniversary (fifth anniversary
for a 10% owner) of the Date of Grant, as shown on
the cover sheet. (It will expire earlier if your
Service terminates, as described below.)
REGULAR TERMINATION If your Service terminates for any reason except
death or Disability, your Option will expire at
the close of business at Company headquarters on
the 90th day after your termination date. During
that 90-day period, you may exercise that portion
of your Option that was vested on your
termination date.
DEATH If you die while in Service with the Company, your
Option will expire at the close of business at
Company headquarters on the date twelve (12)
months after the date of death. During that
twelve-month period, your estate or heirs may
exercise that portion of your Option that was
vested on the date of death.
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DISABILITY If your Service terminates because of your
Disability, your Option will expire at the close
of business at Company headquarters on the date
twelve (12) months after your termination date.
(However, if your Disability is not expected to
result in death or to last for a continuous period
of at least 12 months, your Option will be
eligible for ISO tax treatment only if it is
exercised within three months following the
termination of your Service.) During that
twelve-month period, you may exercise that portion
of your Option that was vested on the date of your
Disability.
"Disability" means that you are unable to engage
in any substantial gainful activity by reason of
any medically determinable physical or mental
impairment.
LEAVES OF ABSENCE For purposes of this Option, your Service does not
terminate when you go on a bona fide leave of
absence that was approved by the Company in
writing, if the terms of the leave provide for
continued service crediting, or when continued
service crediting is required by applicable law.
However, your Service will be treated as
terminating 90 days after you went on leave,
unless your right to return to active work is
guaranteed by law or by a contract. Your Service
terminates in any event when the approved leave
ends unless you immediately return to active work.
The Company determines which leaves count for this
purpose, and when your Service terminates for all
purposes under the Plan. The Company also
determines the extent to which you may exercise
the vested portion of your Option during a leave
of absence.
NOTICE OF EXERCISE When you wish to exercise this Option, you must
execute complete and file a Notice of Exercise
with the Company. Your exercise will be effective
when it is received by the Company. If someone
else wants to exercise this Option after your
death, that person must prove to the Company's
satisfaction that he or she is entitled to do so.
FORM OF PAYMENT When you submit submit your Notice of Exercise
with the Company, you must include payment of the
Exercise Price for the Shares you are purchasing.
Payment may be made in one (or a combination) of
the following forms:
- Your personal check, a cashier's check or a
money order.
- Shares which you have owned for six months and
which are surrendered to the Company. The value of
the Shares, determined as of the effective date of
the Option exercise, will be applied to the
Exercise Price.
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- To the extent that a public market for the
Shares exists as determined by the Company, by
delivery (on a form prescribed by the Committee)
of an irrevocable direction to a securities broker
to sell Shares and to deliver all or part of the
sale proceeds to the Company in payment of the
aggregate Exercise Price.
- Any other form of legal consideration approved
by the Committee.
WITHHOLDING TAXES You will not be allowed to exercise this
Option unless you make acceptable arrangements to
pay any withholding or other taxes that may be due
as a result of the Option exercise or the sale of
Shares acquired upon exercise of this Option.
RESTRICTIONS ON
EXERCISE AND RESALE By signing this Agreement, you agree not to sell
any option shares at a time when applicable laws
or Company policies prohibit a sale. This
restriction will apply as long as you are in the
Service of the Company (or a subsidiary).
TRANSFER OF OPTION Prior to your death, only you may exercise this
Option. You cannot transfer or assign this Option
except as expressly permitted in the Plan for
revocable trusts or as approved by the Committee.
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, the Company is not obligated to honor a
Notice of Exercise from your spouse or former
spouse, nor is the Company obligated to recognize
such individual's interest in your Option in any
other way.
RETENTION RIGHTS This Agreement does not give you the right
to be retained by the Company in any capacity. The
Company reserves the right to terminate your
Service at any time and for any reason.
SHAREHOLDER RIGHTS Neither you, nor your estate or heirs, have any
rights as a shareholder of the Company until a
certificate for the Shares acquired upon exercise
of this Option 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, a stock dividend
or a similar change in the Company's Stock, the
number of Shares covered by this Option
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and the Exercise Price per share may be adjusted
pursuant to the Plan. Your Option shall be subject
to the terms of the agreement of merger,
liquidation or reorganization in the event the
Company is subject to such corporate activity.
APPLICABLE LAW This Agreement will be interpreted and
enforced under the laws of the State of California
(without regard to their choice of law
provisions).
THE PLAN AND OTHER The text of the Plan is incorporated in this
AGREEMENTS Agreement by reference. Certain capitalized terms
used in this Agreement are defined in the Plan.
This Agreement and the Plan constitute the entire
understanding between you and the Company
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.
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