Exhibit 10.29
FORM OF STOCK OPTION AGREEMENT UNDER 2000 STOCK PLAN FOR EMPLOYEES
ILLUMINA, INC.
2000 STOCK PLAN
STOCK OPTION AGREEMENT
All capitalized terms shall have the meaning assigned to them in the
attached Appendix.
I. NOTICE OF GRANT
You have been granted an option to purchase shares of Common Stock
of the Company, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:
Name of Optionee: __________________________________________________
Grant Date: ________________________________________________________
Vesting Commencement Date: _________________________________________
Exercise Price per Share: __________________________________________
Number of Shares Subject to the Option: ____________________________
Type of Option: ________________ Incentive Stock Option
________________ Nonstatutory Stock Option
Expiration Date: ___________________________________________________
Vesting Schedule: Subject to accelerated vesting as set forth below,
this Option may be exercised, in whole or in part, in accordance
with the following schedule:
[On the first year anniversary of the Vesting Commencement Date of
this Option, one-fifth (1/5) of the Optioned Shares shall become
exercisable, subject to Optionee's continuing to be a Service
Provider on such date. An additional one-sixtieth (1/60) of the
Optioned Shares shall become exercisable each full month thereafter,
subject to Optionee's continuing to be a Service Provider on such
date.]
[Beginning on the effective date of this Option, one-sixtieth (1/60)
of the Shares subject to the Option shall become exercisable each
full month thereafter, subject to Optionee's continuing to be a
Service Provider on such date.]
II. AGREEMENT
X. XXXXX OF OPTION.
1. The Optionee is hereby granted an Option to purchase the
number of Shares set forth in the Notice of Grant at the per share Exercise
Price set forth in the Notice of Grant, subject to the terms and conditions of
the Plan, which is incorporated herein by reference.
2. If this Option is designated as an Incentive Stock Option
in the Notice of Grant section of this Agreement, then no installment of
Optioned Shares for which this Option becomes exercisable shall qualify for
favorable tax treatment as an Incentive Stock Option if (and to the extent) the
aggregate Fair Market Value (determined at the Grant Date) of the Optioned
Shares for which such installment first becomes exercisable hereunder would,
when added to the aggregate value (determined as of the respective date or dates
of grant) of the Optioned Shares or other securities for which this Option or
any other Incentive Stock Options granted to Optionee prior to the Grant Date
(whether under the Plan or any other option plan of the Company or any Parent or
Subsidiary) first become exercisable during the same calendar year, exceed One
Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred
Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this
Option shall nevertheless become exercisable for the excess Optioned Shares in
such calendar year as a Nonstatutory Stock Option
B. EXERCISE OF OPTION.
1. RIGHT TO EXERCISE. This Option shall become exercisable in
one or more installments in accordance with the vesting schedule set out in the
Notice of Grant and the applicable provisions of the Plan and this Option
Agreement. As this Option becomes exercisable for such installments, those
installments shall accumulate, and this Option shall remain exercisable for the
accumulated installments until the Expiration Date or sooner termination under
this Paragraph. In no event may this Option be exercised for any fractional
shares.
2. POST-SERVICE EXERCISABILITY.
(a) Should Optionee cease to be a Service Provider for
any reason (other than death or Disability) while holding this Option,
then Optionee shall have a period of three (3) months (commencing with the
date of such cessation of service) during which to exercise this Option.
(b) Should Optionee die while holding this Option, then
the personal representative of Optionee's estate or the person or persons
to whom this Option is transferred pursuant to Optionee's will or the laws
of inheritance shall have the right to exercise this Option. However, if
Optionee has designated one or more beneficiaries of this Option, then
those persons shall have the exclusive right to exercise this Option
following Optionee's death. Any such right to exercise this Option shall
lapse, and this Option shall cease to be
2
outstanding, upon the expiration of the twelve (12)-month period measured
from the date of Optionee's death.
(c) Should Optionee cease to be a Service Provider by
reason of Disability while holding this Option, then Optionee shall have a
period of twelve (12) months (commencing with the date of such cessation
of service) during which to exercise this Option.
(d) During the limited period of post-service
exercisability, this Option may not be exercised in the aggregate for more
than the number of Optioned Shares for which this Option is exercisable at
the time the Optionee ceases to be a Service Provider. Upon the expiration
of such limited exercise period or (if earlier) upon the Expiration Date,
this Option shall terminate and cease to be outstanding for any
exercisable Optioned Shares for which this Option has not been exercised.
However, this Option shall, immediately upon Optionee's cessation of
Service Provider status for any reason, terminate and cease to be
outstanding with respect to any Optioned Shares for which this Option is
not otherwise at that time exercisable.
(e) In no event shall this Option be exercisable at any
time after the Expiration Date.
3. SPECIAL ACCELERATION OF OPTION.
(a) In the event of a Corporate Transaction, this Option
shall be assumed or an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the
event that the successor corporation refuses to assume or substitute for
this Option, the Optionee shall fully vest in and have the right to
exercise this Option as to all of the Optioned Shares, including Optioned
Shares for which this Option is not otherwise exercisable. If an Option
becomes fully vested and exercisable in lieu of assumption or substitution
in the event of a merger or sale of assets, the Administrator shall notify
the Optionee in writing or electronically that this Option shall be fully
vested and exercisable for a period of fifteen (15) days from the date of
such notice, and this Option shall terminate upon the expiration of such
period.
(b) This Option, to the extent it is assumed pursuant to
this Paragraph 3(a), shall be appropriately adjusted, immediately after
the Corporate Transaction, to apply to the number and class of securities
which would have been issuable to the Optionee in consummation of such
Corporate Transaction had this Option been exercised immediately prior to
such Corporate Transaction. Appropriate adjustments to reflect such
transaction shall also be made to the Exercise Price under each
outstanding Option, provided the aggregate Exercise Price payable for such
securities shall remain the same.
3
(c) This Option Agreement shall not in any way affect
the right of the Company to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets.
4. METHOD OF EXERCISE. This Option is exercisable through
E*Trade Optionslink. The Optionee will receive a welcome kit from E*Trade
explaining this service. 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 purchased Shares shall be
considered transferred to the Optionee on the date this Option is exercised with
respect to such purchased Shares.
5. METHOD OF PAYMENT. Payment of the aggregate Exercise Price
shall made through E*Trade and may be by any of the following, or a combination
thereof, at the election of the Optionee:
(a) cash;
(b) consideration received through a special sale and
remittance procedure pursuant to which Optionee (or any other person or
persons exercising the Option) shall concurrently provide irrevocable
instructions (i) to E*Trade to effect the immediate sale of the purchased
Optioned Shares and remit to the Company, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
Exercise Price payable for the purchased Optioned Shares plus all
applicable Federal, state and local income and employment taxes required
to be withheld by the Company by reason of such exercise and (ii) to the
Company to deliver the certificates for the purchased Optioned Shares
directly to E*Trade in order to complete the sale; or
(c) other Shares which, in the case of Shares acquired
directly or indirectly from the Company, (i) have been owned by the
Optionee for more than six (6) months on the date of surrender, and (ii)
have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Optioned Shares for which this Option is exercised.
C. NON-TRANSFERABILITY OF OPTION. This Option may not be
transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by the
Optionee. However, Optionee may designate one or more persons as the beneficiary
or beneficiaries of this Option, and this Option shall, in accordance with such
designation, automatically be transferred to such beneficiary or beneficiaries
upon the Optionee's death with holding this Option. Such beneficiary or
beneficiaries shall take the transferred option subject to all the terms and
conditions of this Agreement, including (without limitation) the limited time
period during which this Option may be exercised following Optionee's death. The
terms of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, beneficiaries, successors and assigns of the Optionee.
4
D. TERM OF OPTION. This Option shall have a maximum term of ten (10)
years measured from the Grant Date and shall expire at the close of business on
the Expiration Date, unless sooner terminated. This Option may be exercised
during such term only in accordance with the Plan and the terms of this Option
Agreement.
E. ADJUSTMENT IN OPTIONED SHARES. Should any change be made to the
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Company's receipt of
consideration, appropriate adjustments shall be made to (1) the total number
and/or class of securities subject to this Option and (2) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder; provided that the aggregate Exercise Price shall remain the
same.
F. NOTICE OF DISQUALIFYING DISPOSITION OF SHARES. If this Option is
designated an Incentive Stock Option in the Notice of Grant section of this
Agreement, then the Optionee shall, upon any sale or other disposition of the
Optioned Shares effected on or before the later of two years after the Grant
Date or one year after the exercise date, immediately notify the Company in
writing of such sale or disposition. The Optionee agrees that he or she may be
subject to income tax withholding by the Company on the compensation income
recognized from such early disposition of the Optioned Shares acquired pursuant
to this Option by payment in cash or out of the current earnings paid to the
Optionee.
X. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided
in this Option Agreement, the provisions of this Option Agreement shall inure to
the benefit of, and be binding upon, the Company and its successors and assigns
and Optionee, the legal representatives, heirs and legatees of Optionee's estate
and any beneficiaries of this Option designated by Optionee.
H. NOTICES. Any notice required to be given or delivered to the
Company under the terms of this Option Agreement shall be in writing and
addressed to the Company at its principal corporate offices. Any notice required
to be given or delivered to Optionee shall be in writing and addressed to
Optionee at the address indicated below Optionee's signature line. All notices
shall be deemed effective upon personal delivery or upon deposit in the U.S.
mail, postage prepaid and properly addressed to the party to be notified.
I. ENTIRE AGREEMENT; CONSTRUCTION; GOVERNING LAW. The Plan is
incorporated herein by reference. The Plan and this Option Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not be
modified adversely to the Optionee's interest except by means of a writing
signed by the Company and Optionee. Subject to Section 4(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. This agreement is governed by the internal substantive laws, but
not the choice of law rules, of California.
5
J. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND
AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS
EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND
NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL
NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE
OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.
By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.
OPTIONEE: ILLUMINA, INC.
____________________________________ _____________________________________
Signature By
____________________________________ _____________________________________
Print Name Title
____________________________________ _____________________________________
Residence Address
____________________________________
6
APPENDIX
The following definitions shall be in effect under this Option
Agreement:
A. "ADMINISTRATOR" means the Board of Directors of the Company or any of
committee of Directors appointed by the Board of Directors of the Company as
shall be administering the Plan, in accordance with Section 4 of the Plan.
B. "APPLICABLE LAWS" means the requirements relating to the administration
of stock option plans, the grant of options and the issuance of stock under U.
S. state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or quoted
and the applicable laws of any other country or jurisdiction where Options are
granted under the Plan.
C. "CODE" means the Internal Revenue Code of 1986, as amended.
D. "COMMON STOCK" means the common stock of the Company.
E. "COMPANY" means Illumina, Inc., a Delaware corporation.
F. "CONSULTANT" means any natural person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.
G. "CORPORATE TRANSACTION" means a merger of the Company with or into
another corporation or the sale of substantially all of the assets of the
Company.
H. "DISABILITY" means total and permanent disability as defined in Section
22(e)(3) of the Code.
I. "EMPLOYEE" means any person employed by the Company or any Parent or
Subsidiary of the Company. An Employee shall not be deemed to cease Employee
status by reason of (i) any leave of absence approved by the Company or (ii)
transfers between locations of the Company or between the Company, its Parent,
any Subsidiary, or any successor. For purposes of Incentive Stock Options, no
such leave may exceed ninety days, unless reemployment upon expiration of such
leave is guaranteed by statute or contract. If reemployment upon expiration of a
leave of absence approved by the Company is not so guaranteed, then three (3)
months following the 91st day of such leave any Incentive Stock Option held by
the Optionee shall cease to be treated as an Incentive Stock Option and shall be
treated for tax purposes as a Nonstatutory Stock Option.
J. "EXERCISE PRICE" means the price per Share that the Optionee shall be
required to pay in order to purchase Shares pursuant to an exercise of his or
her Option.
K. "EXPIRATION DATE" means the date set forth in the Notice of Grant,
which is the date upon which this Option expires, if not terminated earlier in
accordance with this Option Agreement and the Plan.
A-1
L. "FAIR MARKET VALUE" means, as of any date, the value of Common Stock
determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or traded on a national market system, including without
limitation the Nasdaq National Market or the Nasdaq SmallCap Market of The
Nasdaq Stock Market, the Fair Market Value of a Share shall be the closing
selling price for the Common Stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the day of
determination, as reported in The Wall Street Journal or such other source
as the Administrator deems reliable;
(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market
Value of a Share shall be the mean between the high bid and low asked
prices for the Common Stock on the day of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable; or
(iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.
M. "GRANT DATE" means the date set forth in the Notice of Grant as the
date on which the Administrator granted this Option.
N. "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
O. "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.
P. "NOTICE OF XXXXX" means the notice evidencing certain terms and
conditions of this Option as set forth in Part I of this document.
Q. "OPTION" means this stock option granted to Optionee pursuant to the
Plan.
R. "OPTION AGREEMENT" means this agreement between the Company and an
Optionee evidencing the terms and conditions of this Option grant set forth in
Part II of this document. The Option Agreement is subject to the terms and
conditions of the Plan.
S. "OPTIONED SHARES" means the Shares subject to this Option.
T. "OPTIONEE" means the individual to whom this Option is granted under
the Plan and named in the Notice of Grant.
U. "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
A-2
V. "PLAN" means the Illumina, Inc. 2000 Stock Plan.
W. "SERVICE PROVIDER" means (i) an individual rendering services to the
Company or any Parent or Subsidiary of the Company in the capacity of an
Employee or Consultant or (ii) an individual serving as a member of the Board of
Directors of the Company.
X. "SHARE" means a share of the Common Stock, as adjusted in accordance
with Section 13 of the Plan.
Y. "SUBSIDIARY" means a "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code.
A-3
FORM OF STOCK OPTION AGREEMENT UNDER 2000 STOCK PLAN FOR CERTAIN INTERNATIONAL
EMPLOYEES
FOREIGN
ILLUMINA, INC.
2000 STOCK PLAN
STOCK OPTION AGREEMENT
All capitalized terms shall have the meaning assigned to them in the
attached Appendix.
III. NOTICE OF GRANT
You have been granted an option to purchase shares of Common Stock
of the Company, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:
Name of Optionee: __________________________________________________
Grant Date: ________________________________________________________
Vesting Commencement Date: _________________________________________
Exercise Price per Share: __________________________________________
Number of Shares Subject to the Option: ____________________________
Type of Option: ________________ Incentive Stock Option
________________ Nonstatutory Stock Option
Expiration Date: ___________________________________________________
Vesting Schedule: Subject to accelerated vesting as set forth below,
this Option may be exercised, in whole or in part, in accordance
with the following schedule:
[On the first year anniversary of the Vesting Commencement Date of
this Option, one-fifth (1/5) of the Optioned Shares shall become
exercisable, subject to Optionee's continuing to be a Service
Provider on such date. An additional one-sixtieth (1/60) of the
Optioned Shares shall become exercisable each full month thereafter,
subject to Optionee's continuing to be a Service Provider on such
date.]
[Beginning on the effective date of this Option, one-sixtieth (1/60)
of the Shares subject to the Option shall become exercisable each
full month thereafter, subject to Optionee's continuing to be a
Service Provider on such date.]
IV. AGREEMENT
X. XXXXX OF OPTION.
1. The Optionee is hereby granted an Option to purchase the
number of Shares set forth in the Notice of Grant at the per share Exercise
Price set forth in the Notice of Grant, subject to the terms and conditions of
the Plan, which is incorporated herein by reference.
2. If this Option is designated as an Incentive Stock Option
in the Notice of Grant section of this Agreement, then no installment of
Optioned Shares for which this Option becomes exercisable shall qualify for
favorable tax treatment as an Incentive Stock Option if (and to the extent) the
aggregate Fair Market Value (determined at the Grant Date) of the Optioned
Shares for which such installment first becomes exercisable hereunder would,
when added to the aggregate value (determined as of the respective date or dates
of grant) of the Optioned Shares or other securities for which this Option or
any other Incentive Stock Options granted to Optionee prior to the Grant Date
(whether under the Plan or any other option plan of the Company or any Parent or
Subsidiary) first become exercisable during the same calendar year, exceed One
Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred
Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this
Option shall nevertheless become exercisable for the excess Optioned Shares in
such calendar year as a Nonstatutory Stock Option
B. EXERCISE OF OPTION.
1. RIGHT TO EXERCISE. This Option shall become exercisable in
one or more installments in accordance with the vesting schedule set out in the
Notice of Grant and the applicable provisions of the Plan and this Option
Agreement. As this Option becomes exercisable for such installments, those
installments shall accumulate, and this Option shall remain exercisable for the
accumulated installments until the Expiration Date or sooner termination under
this Paragraph. In no event may this Option be exercised for any fractional
shares.
2. POST-SERVICE EXERCISABILITY.
(d) Should Optionee cease to be a Service Provider for
any reason (other than death or Disability) while holding this Option,
then Optionee shall have a period of three (3) months (commencing with the
date of such cessation of service) during which to exercise this Option.
(e) Should Optionee die while holding this Option, then
the personal representative of Optionee's estate or the person or persons
to whom this Option is transferred pursuant to Optionee's will or the laws
of inheritance shall have the right to exercise this Option. However, if
Optionee has designated one or more beneficiaries of this Option, then
those persons shall have the exclusive right to exercise this Option
following Optionee's death. Any such right to exercise this Option shall
lapse, and this Option shall cease to be
2
outstanding, upon the expiration of the twelve (12)-month period measured
from the date of Optionee's death.
(f) Should Optionee cease to be a Service Provider by
reason of Disability while holding this Option, then Optionee shall have a
period of twelve (12) months (commencing with the date of such cessation
of service) during which to exercise this Option.
(g) During the limited period of post-service
exercisability, this Option may not be exercised in the aggregate for more
than the number of Optioned Shares for which this Option is exercisable at
the time the Optionee ceases to be a Service Provider. Upon the expiration
of such limited exercise period or (if earlier) upon the Expiration Date,
this Option shall terminate and cease to be outstanding for any
exercisable Optioned Shares for which this Option has not been exercised.
However, this Option shall, immediately upon Optionee's cessation of
Service Provider status for any reason, terminate and cease to be
outstanding with respect to any Optioned Shares for which this Option is
not otherwise at that time exercisable.
(h) For purposes of this Agreement, Optionee's period of
Service shall not include any period of notice of termination of
employment, whether expressed or implied. Optionee's date of cessation of
Service shall mean the date upon which Optionee ceases active performance
of services for the Company following the provision of such notification
of termination or resignation from Service and shall be determined solely
by this Agreement and without reference to any other agreement, written or
oral, including Optionee's contract of employment.
(i) In no event shall this Option be exercisable at any
time after the Expiration Date.
3. SPECIAL ACCELERATION OF OPTION.
(a) In the event of a Corporate Transaction, this Option
shall be assumed or an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the
event that the successor corporation refuses to assume or substitute for
this Option, the Optionee shall fully vest in and have the right to
exercise this Option as to all of the Optioned Shares, including Optioned
Shares for which this Option is not otherwise exercisable. If an Option
becomes fully vested and exercisable in lieu of assumption or substitution
in the event of a merger or sale of assets, the Administrator shall notify
the Optionee in writing or electronically that this Option shall be fully
vested and exercisable for a period of fifteen (15) days from the date of
such notice, and this Option shall terminate upon the expiration of such
period.
3
(b) This Option, to the extent it is assumed pursuant to
this Paragraph 3(a), shall be appropriately adjusted, immediately after
the Corporate Transaction, to apply to the number and class of securities
which would have been issuable to the Optionee in consummation of such
Corporate Transaction had this Option been exercised immediately prior to
such Corporate Transaction. Appropriate adjustments to reflect such
transaction shall also be made to the Exercise Price under each
outstanding Option, provided the aggregate Exercise Price payable for such
securities shall remain the same.
(c) This Option Agreement shall not in any way affect
the right of the Company to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets.
5. METHOD OF EXERCISE. This Option is exercisable through
E*Trade Optionslink. The Optionee will receive a welcome kit from E*Trade
explaining this service. 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 purchased Shares shall be
considered transferred to the Optionee on the date this Option is exercised with
respect to such purchased Shares.
6. METHOD OF PAYMENT. Payment of the aggregate Exercise Price
shall made through E*Trade and may be by any of the following, or a combination
thereof, at the election of the Optionee:
(d) cash;
(e) consideration received through a special sale and
remittance procedure pursuant to which Optionee (or any other person or
persons exercising the Option) shall concurrently provide irrevocable
instructions (i) to E*Trade to effect the immediate sale of the purchased
Optioned Shares and remit to the Company, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
Exercise Price payable for the purchased Optioned Shares plus all
applicable Federal, state and local income and employment taxes required
to be withheld by the Company by reason of such exercise and (ii) to the
Company to deliver the certificates for the purchased Optioned Shares
directly to E*Trade in order to complete the sale; or
(f) other Shares which, in the case of Shares acquired
directly or indirectly from the Company, (i) have been owned by the
Optionee for more than six (6) months on the date of surrender, and (ii)
have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Optioned Shares for which this Option is exercised.
4
C. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred
in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by the Optionee.
D. TERM OF OPTION. This Option shall have a maximum term of ten (10)
years measured from the Grant Date and shall expire at the close of business on
the Expiration Date, unless sooner terminated. This Option may be exercised
during such term only in accordance with the Plan and the terms of this Option
Agreement.
E. ADJUSTMENT IN OPTIONED SHARES. Should any change be made to the
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Company's receipt of
consideration, appropriate adjustments shall be made to (1) the total number
and/or class of securities subject to this Option and (2) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder; provided that the aggregate Exercise Price shall remain the
same.
F. NOTICE OF DISQUALIFYING DISPOSITION OF SHARES. If this Option is
designated an Incentive Stock Option in the Notice of Grant section of this
Agreement, then the Optionee shall, upon any sale or other disposition of the
Optioned Shares effected on or before the later of two years after the Grant
Date or one year after the exercise date, immediately notify the Company in
writing of such sale or disposition. The Optionee agrees that he or she may be
subject to income tax withholding by the Company on the compensation income
recognized from such early disposition of the Optioned Shares acquired pursuant
to this Option by payment in cash or out of the current earnings paid to the
Optionee.
X. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided
in this Option Agreement, the provisions of this Option Agreement shall inure to
the benefit of, and be binding upon, the Company and its successors and assigns
and Optionee, the legal representatives, heirs and legatees of Optionee's estate
and any beneficiaries of this Option designated by Optionee.
H. NOTICES. Any notice required to be given or delivered to the
Company under the terms of this Option Agreement shall be in writing and
addressed to the Company at its principal corporate offices. Any notice required
to be given or delivered to Optionee shall be in writing and addressed to
Optionee at the address indicated below Optionee's signature line. All notices
shall be deemed effective upon personal delivery or upon deposit in the U.S.
mail, postage prepaid and properly addressed to the party to be notified.
I. ENTIRE AGREEMENT; CONSTRUCTION; GOVERNING LAW. The Plan is
incorporated herein by reference. The Plan and this Option Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not be
modified adversely to the Optionee's interest except by means of a writing
signed by the Company and Optionee. Subject to Section 4(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
5
Option Agreement, the terms and conditions of the Plan shall prevail. This
agreement is governed by the internal substantive laws, but not the choice of
law rules, of California.
J. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND
AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS
EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND
NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL
NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE
OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.
K. FURTHER INSTRUMENTS. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.
L. AUTHORIZATION TO RELEASE NECESSARY PERSONAL INFORMATION.
1. Optionee hereby authorizes and directs Optionee's employer
to collect, use and transfer in electronic or other form, any personal
information (the "Data") regarding Optionee's employment, the nature and amount
of Optionee's compensation and the fact and conditions of Optionee's
participation in the Plan (including, but not limited to, Optionee's name, home
address, telephone number, date of birth, social security number (or any other
social or national identification number), salary, nationality, job title,
number of shares of Common Stock held and the details of all options or any
other entitlement to shares of Common Stock awarded, cancelled, exercised,
vested, unvested or outstanding) for the purpose of implementing, administering
and managing Optionee's participation in the Plan. Optionee understands that the
Data may be transferred to the Company or any of its Subsidiaries, or to any
third parties assisting in the implementation, administration and management of
the Plan, including any requisite transfer to a broker or other third party
assisting with the exercise of Options under the Plan or with whom shares of
Common Stock acquired upon exercise of this option or cash from the sale of such
shares may be deposited. Optionee acknowledges that recipients of the Data may
be located in different countries, and those countries may have data privacy
laws and protections different from those in the country of Optionee's
residence. Furthermore, Optionee acknowledges and understands that the transfer
of the Data to the Company or any of its Subsidiaries, or to any third parties
is necessary for Optionee's participation in the Plan.
2. Optionee may at any time withdraw the consents herein, by
contacting Optionee's local human resources representative in writing. Optionee
further acknowledges that withdrawal of consent may affect Optionee's ability to
exercise or realize benefits from the option, and Optionee's ability to
participate in the Plan.
6
M. NO ENTITLEMENT OR CLAIMS FOR COMPENSATION.
1. The grant of options under the Plan is made at the
discretion of the Administrator, and the Plan may be suspended or terminated by
the Company at any time. The grant of an option in one year or at one time does
not in any way entitle Optionee to an option grant in the future. The Plan is
wholly discretionary in nature and is not to be considered part of Optionee's
normal or expected compensation subject to severance, resignation, redundancy or
similar compensation. The value of the option is an extraordinary item of
compensation which is outside the scope of Optionee's employment contract (if
any).
2. Optionee shall have no rights to compensation or damages as
a result of Optionee's cessation of Service for any reason whatsoever, whether
or not in breach of contract, insofar as those rights arise or may arise from
Optionee's ceasing to have rights under or be entitled to exercise this option
as a result of such cessation or from the loss or diminution in value of such
rights. If Optionee did acquire any such rights, Optionee is deemed to have
waived them irrevocably by accepting the option.
By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.
OPTIONEE: ILLUMINA, INC.
____________________________________ __________________________________________
Signature By
____________________________________ __________________________________________
Print Name Title
____________________________________ __________________________________________
Residence Address
____________________________________
7
APPENDIX
The following definitions shall be in effect under this Option
Agreement:
A. "ADMINISTRATOR" means the Board of Directors of the Company or any of
committee of Directors appointed by the Board of Directors of the Company as
shall be administering the Plan, in accordance with Section 4 of the Plan.
B. "APPLICABLE LAWS" means the requirements relating to the administration
of stock option plans, the grant of options and the issuance of stock under U.
S. state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or quoted
and the applicable laws of any other country or jurisdiction where Options are
granted under the Plan.
C. "CODE" means the Internal Revenue Code of 1986, as amended.
D. "COMMON STOCK" means the common stock of the Company.
E. "COMPANY" means Illumina, Inc., a Delaware corporation.
F. "CONSULTANT" means any natural person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.
G. "CORPORATE TRANSACTION" means a merger of the Company with or into
another corporation or the sale of substantially all of the assets of the
Company.
H. "DISABILITY" means total and permanent disability as defined in Section
22(e)(3) of the Code.
I. "EMPLOYEE" means any person employed by the Company or any Parent or
Subsidiary of the Company. An Employee shall not be deemed to cease Employee
status by reason of (i) any leave of absence approved by the Company or (ii)
transfers between locations of the Company or between the Company, its Parent,
any Subsidiary, or any successor. For purposes of Incentive Stock Options, no
such leave may exceed ninety days, unless reemployment upon expiration of such
leave is guaranteed by statute or contract. If reemployment upon expiration of a
leave of absence approved by the Company is not so guaranteed, then three (3)
months following the 91st day of such leave any Incentive Stock Option held by
the Optionee shall cease to be treated as an Incentive Stock Option and shall be
treated for tax purposes as a Nonstatutory Stock Option.
J. "EXERCISE PRICE" means the price per Share that the Optionee shall be
required to pay in order to purchase Shares pursuant to an exercise of his or
her Option.
K. "EXPIRATION DATE" means the date set forth in the Notice of Grant,
which is the date upon which this Option expires, if not terminated earlier in
accordance with this Option Agreement and the Plan.
A-1
L. "FAIR MARKET VALUE" means, as of any date, the value of Common Stock
determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or traded on a national market system, including without
limitation the Nasdaq National Market or the Nasdaq SmallCap Market of The
Nasdaq Stock Market, the Fair Market Value of a Share shall be the closing
selling price for the Common Stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the day of
determination, as reported in The Wall Street Journal or such other source
as the Administrator deems reliable;
(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market
Value of a Share shall be the mean between the high bid and low asked
prices for the Common Stock on the day of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable; or
(iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.
M. "GRANT DATE" means the date set forth in the Notice of Grant as the
date on which the Administrator granted this Option.
N. "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
O. "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.
P. "NOTICE OF XXXXX" means the notice evidencing certain terms and
conditions of this Option as set forth in Part I of this document.
Q. "OPTION" means this stock option granted to Optionee pursuant to the
Plan.
R. "OPTION AGREEMENT" means this agreement between the Company and an
Optionee evidencing the terms and conditions of this Option grant set forth in
Part II of this document. The Option Agreement is subject to the terms and
conditions of the Plan.
S. "OPTIONED SHARES" means the Shares subject to this Option.
T. "OPTIONEE" means the individual to whom this Option is granted under
the Plan and named in the Notice of Grant.
U. "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
A-2
V. "PLAN" means the Illumina, Inc. 2000 Stock Plan.
W. "SERVICE PROVIDER" means (i) an individual rendering services to the
Company or any Parent or Subsidiary of the Company in the capacity of an
Employee or Consultant or (ii) an individual serving as a member of the Board of
Directors of the Company.
X. "SHARE" means a share of the Common Stock, as adjusted in accordance
with Section 13 of the Plan.
Y. "SUBSIDIARY" means a "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code.
A-3
FORM OF STOCK OPTION AGREEMENT UNDER 2000 STOCK PLAN FOR NONEMPLOYEE DIRECTORS
ILLUMINA, INC.
2000 STOCK PLAN
STOCK OPTION AGREEMENT
AUTOMATIC GRANT FOR NONEMPLOYEE DIRECTOR
All capitalized terms shall have the meaning assigned to them in the
attached Appendix.
V. NOTICE OF GRANT
You have been granted an option to purchase shares of Common Stock
of the Company, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:
Name of Optionee: __________________________________________________
Grant Date: ________________________________________________________
Vesting Commencement Date: _________________________________________
Exercise Price per Share: __________________________________________
Number of Shares Subject to the Option: ____________________________
Type of Option: Nonstatutory Option
Expiration Date: ___________________________________________________
Vesting Schedule: Subject to accelerated vesting as set forth below,
this Option may be exercised, in whole or in part, in accordance
with the following schedule:
On the first four year anniversaries of the Vesting Commencement
Date of this Option, one-fourth (1/4) of the Optioned Shares shall
become exercisable, subject to Optionee's continuing to be a Service
Provider on such date.
VI. AGREEMENT
X. Xxxxx of Option. The Optionee is hereby granted an Option to purchase
the number of Shares set forth in the Notice of Grant at the per share Exercise
Price set forth in the Notice of Grant, subject to the terms and conditions of
the Plan, which is incorporated herein by reference.
B. Exercise of Option.
1. Right to Exercise. This Option shall become exercisable in one or
more installments in accordance with the vesting schedule set out in the Notice
of Grant and the applicable provisions of the Plan and this Option Agreement. As
this Option becomes exercisable for such installments, those installments shall
accumulate, and this Option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination under this
Paragraph. In no event may this Option be exercised for any fractional shares.
2. Post-Service Exercisability.
(g) Should Optionee cease to be a Service Provider for any
reason (other than death) while holding this Option, then Optionee shall have a
period of six (6) months (commencing with the date of such cessation of service)
during which to exercise this Option.
(h) Should Optionee die while holding this Option, then the
personal representative of Optionee's estate or the person or persons to whom
this Option is transferred pursuant to Optionee's will or the laws of
inheritance shall have the right to exercise this Option. However, if Optionee
has designated one or more beneficiaries of this Option, then those persons
shall have the exclusive right to exercise this Option following Optionee's
death. Any such right to exercise this Option shall lapse, and this Option shall
cease to be outstanding, upon the expiration of the six (6)-month period
measured from the date of Optionee's death.
(i) During the limited period of post-service exercisability,
this Option may not be exercised in the aggregate for more than the number of
Optioned Shares for which this Option is exercisable at the time the Optionee
ceases to be a Service Provider. Upon the expiration of such limited exercise
period or (if earlier) upon the Expiration Date, this Option shall terminate and
cease to be outstanding for any exercisable Optioned Shares for which this
Option has not been exercised. However, this Option shall, immediately upon
Optionee's cessation of Service Provider status for any reason, terminate and
cease to be outstanding with respect to any Optioned Shares for which this
Option is not otherwise at that time exercisable.
(j) In no event shall this Option be exercisable at any time
after the Expiration Date.
3. Special Acceleration of Option.
(k) In the event of a Corporate Transaction, this Option shall
be assumed or an equivalent option substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for this Option, the
Optionee shall fully vest in and have the right to
2
exercise this Option as to all of the Optioned Shares, including Optioned Shares
for which this Option is not otherwise exercisable. If an Option becomes fully
vested and exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Administrator shall notify the Optionee in writing
or electronically that this Option shall be fully vested and exercisable for a
period of fifteen (15) days from the date of such notice, and this Option shall
terminate upon the expiration of such period.
(l) This Option, to the extent it is assumed pursuant to this
Paragraph 3(a), shall be appropriately adjusted, immediately after the Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction had
this Option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments to reflect such transaction shall also be made to the
Exercise Price under each outstanding Option, provided the aggregate Exercise
Price payable for such securities shall remain the same.
(m) This Option Agreement shall not in any way affect the
right of the Company to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.
4. Method of Exercise. This Option is exercisable through E*Trade
Optionslink. The Optionee will receive a welcome kit from E*Trade explaining
this service. 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 purchased Shares shall be considered
transferred to the Optionee on the date this Option is exercised with respect to
such purchased Shares.
5. Method of Payment. Payment of the aggregate Exercise Price shall
made through E*Trade and may be by any of the following, or a combination
thereof, at the election of the Optionee:
(n) cash;
(o) consideration received through a special sale and
remittance procedure pursuant to which Optionee (or any other person or persons
exercising the Option) shall concurrently provide irrevocable instructions (i)
to E*Trade to effect the immediate sale of the purchased Optioned Shares and
remit to the Company, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate Exercise Price payable for the purchased
Optioned Shares plus all applicable Federal, state and local income and
employment taxes required to be withheld by the Company by reason of such
exercise and (ii) to the Company to deliver the certificates for the purchased
Optioned Shares directly to E*Trade in order to complete the sale; or
(p) other Shares which, in the case of Shares acquired
directly or indirectly from the Company, (i) have been owned by the Optionee for
more than six (6) months on the date of surrender, and (ii) have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
Optioned Shares for which this Option is exercised.
3
C. Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by the Optionee. However,
Optionee may designate one or more persons as the beneficiary or beneficiaries
of this Option, and this Option shall, in accordance with such designation,
automatically be transferred to such beneficiary or beneficiaries upon the
Optionee's death with holding this Option. Such beneficiary or beneficiaries
shall take the transferred option subject to all the terms and conditions of
this Agreement, including (without limitation) the limited time period during
which this Option may be exercised following Optionee's death. The terms of the
Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, beneficiaries, successors and assigns of the Optionee.
D. Term of Option. This Option shall have a maximum term of ten (10) years
measured from the Grant Date and shall expire at the close of business on the
Expiration Date, unless sooner terminated. This Option may be exercised during
such term only in accordance with the Plan and the terms of this Option
Agreement.
E. Adjustment in Optioned Shares. Should any change be made to the Common
Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Company's receipt of
consideration, appropriate adjustments shall be made to (1) the total number
and/or class of securities subject to this Option and (2) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder; provided that the aggregate Exercise Price shall remain the
same.
F. Successors and Assigns. Except to the extent otherwise provided in this
Option Agreement, the provisions of this Option Agreement shall inure to the
benefit of, and be binding upon, the Company and its successors and assigns and
Optionee, the legal representatives, heirs and legatees of Optionee's estate and
any beneficiaries of this Option designated by Optionee.
G. Notices. Any notice required to be given or delivered to the Company
under the terms of this Option Agreement shall be in writing and addressed to
the Company at its principal corporate offices. Any notice required to be given
or delivered to Optionee shall be in writing and addressed to Optionee at the
address indicated below Optionee's signature line. All notices shall be deemed
effective upon personal delivery or upon deposit in the U.S. mail, postage
prepaid and properly addressed to the party to be notified.
H. Entire Agreement; Construction; Governing Law. The Plan is incorporated
herein by reference. The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee's interest except by means of a writing signed by the
Company and Optionee. Subject to Section 4(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. This agreement is governed by the internal substantive laws, but not
the choice of law rules, of California.
I. IMPAIRMENT OF RIGHTS.
4
NOTHING IN THIS OPTION AGREEMENT OR IN THE PLAN SHALL INTERFERE WITH
OR OTHERWISE RESTRICT IN ANY WAY THE RIGHTS OF THE COMPANY AND THE COMPANY'S
STOCKHOLDERS TO REMOVE OPTIONEE FROM THE BOARD AT ANY TIME IN ACCORDANCE WITH
THE PROVISIONS OF APPLICABLE LAW.
By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.
OPTIONEE: ILLUMINA, INC.
____________________________________ __________________________________________
Signature By
____________________________________ __________________________________________
Print Name Title
____________________________________
Residence Address
____________________________________
5
APPENDIX
The following definitions shall be in effect under this Option
Agreement:
"Administrator" means the Board of Directors of the Company or any
of committee of Directors appointed by the Board of Directors of the Company as
shall be administering the Plan, in accordance with Section 4 of the Plan.
"Applicable Laws" means the requirements relating to the
administration of stock option plans, the grant of options and the issuance of
stock under U. S. state corporate laws, U.S. federal and state securities laws,
the Code, any stock exchange or quotation system on which the Common Stock is
listed or quoted and the applicable laws of any other country or jurisdiction
where Options are granted under the Plan.
"Code" means the Internal Revenue Code of 1986, as amended.
"Common Stock" means the common stock of the Company.
"Company" means Illumina, Inc., a Delaware corporation.
"Consultant" means any natural person, including an advisor, engaged
by the Company or a Parent or Subsidiary to render services to such entity.
"Corporate Transaction" means a merger of the Company with or into
another corporation, or the sale of substantially all of the assets of the
Company.
"Employee" means any person employed by the Company or any Parent or
Subsidiary of the Company. An Employee shall not be deemed to cease Employee
status by reason of (i) any leave of absence approved by the Company or (ii)
transfers between locations of the Company or between the Company, its Parent,
any Subsidiary, or any successor. For purposes of Incentive Stock Options, no
such leave may exceed ninety days, unless reemployment upon expiration of such
leave is guaranteed by statute or contract. If reemployment upon expiration of a
leave of absence approved by the Company is not so guaranteed, then three (3)
months following the 91st day of such leave any Incentive Stock Option held by
the Optionee shall cease to be treated as an Incentive Stock Option and shall be
treated for tax purposes as a Nonstatutory Stock Option.
"Exercise Price" means the price per Share that the Optionee shall
be required to pay in order to purchase Shares pursuant to an exercise of his or
her Option.
"Expiration Date" means the date set forth in the Notice of Grant,
which is the date upon which this Option expires, if not terminated earlier in
accordance with this Option Agreement and the Plan.
A-1
"Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:
If the Common Stock is listed on any established stock
exchange or traded on a national market system, including without limitation the
Nasdaq National Market or the Nasdaq SmallCap Market of The Nasdaq Stock Market,
the Fair Market Value of a Share shall be the closing selling price for the
Common Stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system on the day of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;
If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share shall be the mean between the high bid and low asked prices for the
Common Stock on the day of determination, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable; or
In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.
"Grant Date" means the date set forth in the Notice of Xxxxx as the
date on which the Administrator granted this Option.
"Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
"Nonstatutory Stock Option" means an Option not intended to qualify
as an Incentive Stock Option.
"Notice of Grant" means the notice evidencing certain terms and
conditions of this Option as set forth in Part I of this document.
"Option" means this stock option granted to Optionee pursuant to the
Plan.
"Option Agreement" means this agreement between the Company and an
Optionee evidencing the terms and conditions of this Option grant set forth in
Part II of this document. The Option Agreement is subject to the terms and
conditions of the Plan.
"Optioned Shares" means the Shares subject to this Option.
"Optionee" means the individual to whom this Option is granted under
the Plan and named in the Notice of Grant.
"Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
"Plan" means the Illumina, Inc. 2000 Stock Plan.
A-2
"Service Provider" means (i) an individual rendering services to the
Company or any Parent or Subsidiary of the Company in the capacity of an
Employee or Consultant or (ii) an individual serving as a member of the Board of
Directors of the Company.
"Share" means a share of the Common Stock, as adjusted in accordance
with Section 13 of the Plan.
"Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.
A-3
FORM OF STOCK OPTION AGREEMENT UNDER 2000 STOCK PLAN FOR FRENCH EMPLOYEES
FRANCE
ILLUMINA, INC.
2000 STOCK PLAN
STOCK OPTION AGREEMENT
All capitalized terms shall have the meaning assigned to them in the
attached Appendix.
VII. NOTICE OF GRANT
You have been granted an option (the "Option") to purchase shares of
Common Stock of the Company, subject to the terms and conditions of the Plan and
this Option Agreement, as follows:
Name of Optionee: __________________________________________________
Grant Date: ________________________________________________________
Vesting Commencement Date: _________________________________________
Exercise Price per Share: __________________________________________
Number of Shares Subject to the Option: (the "Shares")
Expiration Date: NOTE: should be not more than 9 years and 6 months
from grant date. ___________________________________________________
Vesting Schedule: Subject to accelerated vesting as set forth in
this Notice of Grant and the Option Agreement, this Option may be
exercised, in whole or in part, in accordance with the following
schedule:
[On the first year anniversary of the Vesting Commencement Date of
this Option, one-fifth (1/5) of the Optioned Shares shall become
vested and exercisable, subject to Optionee's continuing to be a
Service Provider on such date. An additional one-sixtieth (1/60) of
the Optioned Shares shall become vested and exercisable each full
month thereafter, subject to Optionee's continuing to be a Service
Provider on such date.]
[Beginning on the effective date of this Option, one-sixtieth (1/60)
of the Shares subject to the Option shall become exercisable each
full month thereafter, subject to Optionee's continuing to be a
Service Provider on such date.]
Provision Upon Death: Notwithstanding any other provision of the
plan, this agreement or the notice of grant, in the event of the
death of the Optionee, such Option may be transferred to the extent
permitted by French law. The Option if so transferred will
automatically accelerate and vest in full and may be exercised in
full by the transferee within the 6-month period following the date
of Optionee's death, as set out in Section II.B.2(b) below.
VIII. AGREEMENT
The Company intends that this Option, granted to an Employee affiliated to the
French social scheme and as to which it is desired that the Optionee, as a
French tax resident, qualify for the favorable treatment applicable to stock
options that comply with Sections L-225-177 to L.225-186 of the French
commercial code, as it may be subsequently amended, and the relevant provisions
set forth by the French tax law , the French tax administration and the French
social security authorities (the "French Laws"). Accordingly, the terms of the
Notice of Grant and this Option Agreement having significance under the French
Laws with respect to the Optionee's being entitled to such tax treatment shall
be interpreted in accordance with the relevant provisions set forth by the
French Laws and shall otherwise be interpreted in accordance with and governed
by the laws of the state of California, as set forth in Section II.I below.
X. XXXXX OF OPTION. The Optionee is hereby granted an Option to purchase
the number of Shares set forth in the Notice of Grant at the per share
Exercise Price set forth in the Notice of Grant, subject to the terms and
conditions of the Plan, which is incorporated herein by reference.
B. EXERCISE OF OPTION.
1. RIGHT TO EXERCISE. This Option shall become exercisable in
one or more installments in accordance with the vesting schedule set out in the
Notice of Grant and the applicable provisions of the Plan and this Option
Agreement. As this Option becomes exercisable for such installments, those
installments shall accumulate, and this Option shall remain exercisable for the
accumulated installments until the Expiration Date or sooner termination under
this Paragraph. In no event may this Option be exercised for any fractional
shares.
2. POST-SERVICE EXERCISABILITY.
(q) Should Optionee cease to be a Service Provider
for any reason (other than death or Disability) while holding this
Option, then Optionee shall have a period of three (3) months
(commencing with the date of such cessation of service) during which
to exercise this Option.
2
(r) Should Optionee die while holding this Option,
then the personal representative of Optionee's estate or the person
or persons to whom this Option is transferred pursuant to Optionee's
will or the laws of inheritance shall have the right to exercise
this Option. However, if Optionee has designated one or more
beneficiaries of this Option, then those persons shall have the
exclusive right to exercise this Option following Optionee's death.
Any such right to exercise this Option shall lapse, and this Option
shall cease to be outstanding, upon the expiration of the six
(6)-month period measured from the date of Optionee's death.
(s) Should Optionee cease to be a Service Provider
by reason of Disability (as defined in Article L.341-4 of the French
"Code de la Securite Sociale") while holding this Option, then
Optionee shall have a period of twelve (12) months (commencing with
the date of such cessation of service) during which to exercise this
Option.
(t) During the limited period of post-service
exercisability (other than in the case of death of Optionee), this
Option may not be exercised in the aggregate for more than the
number of Optioned Shares for which this Option is exercisable at
the time the Optionee ceases to be a Service Provider. Upon the
expiration of such limited exercise period or (if earlier) upon the
Expiration Date, this Option shall terminate and cease to be
outstanding for any exercisable Optioned Shares for which this
Option has not been exercised. However, this Option shall,
immediately upon Optionee's cessation of Service Provider status for
any reason other than death, terminate and cease to be outstanding
with respect to any Optioned Shares for which this Option is not
otherwise at that time exercisable.
(u) For purposes of this Agreement, Optionee's
period of Service shall not include any period of notice of
termination of employment, whether expressed or implied, unless
otherwise required by Applicable Law (including the French Laws).
Optionee's date of cessation of Service shall mean the date
determined in the discretion of the Administrator based upon the
date on which Optionee ceases active performance of services for the
Company following the provision of such notification of termination
or resignation from Service and shall be determined solely by this
Agreement and without reference to any other agreement, written or
oral, including Optionee's contract of employment.
In no event shall this Option be exercisable at any time after the
Expiration Date.
3
3. SPECIAL ACCELERATION OF OPTION.
(a) In the event of a Corporate Transaction, this Option
shall be assumed or an equivalent option substituted by the
successor corporation or a Parent or Subsidiary of the successor
corporation. In the event that the successor corporation refuses to
assume or substitute for this Option, the Optionee shall fully vest
in and have the right to exercise this Option as to all of the
Optioned Shares, including Optioned Shares for which this Option is
not otherwise exercisable. If an Option becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a
Corporate Transaction, the Administrator shall notify the Optionee
in writing or electronically that this Option shall be fully vested
and exercisable for a period of fifteen (15) days from the date of
such notice, and this Option shall terminate upon the expiration of
such period.
(b) This Option, to the extent it is assumed pursuant to
this Paragraph 3(a), shall be appropriately adjusted, immediately
after the Corporate Transaction, to apply to the number and class of
securities which would have been issuable to the Optionee in
consummation of such Corporate Transaction had this Option been
exercised immediately prior to such Corporate Transaction.
Appropriate adjustments to reflect such transaction shall also be
made to the Exercise Price under each outstanding Option, provided
the aggregate Exercise Price payable for such securities shall
remain the same.
(c) This Option Agreement shall not in any way affect
the right of the Company to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.
1. METHOD OF EXERCISE. This Option is exercisable through E*Trade
Optionslink. The Optionee will receive a welcome kit from E*Trade explaining
this service. 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 purchased Shares shall be considered
transferred to the Optionee on the date this Option is exercised with respect to
such purchased Shares.
2. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall
made through E*Trade and may be by any of the following, or a combination
thereof, at the election of the Optionee:
(a) cash; or
(b) provided that the holding period required under
French law is satisfied, consideration received through a special
sale and remittance procedure pursuant to which Optionee (or any
other person or persons exercising the Option) shall concurrently
provide irrevocable instructions (i) to E*Trade to effect the
immediate sale of the purchased Optioned Shares and remit to the
Company, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate Exercise Price payable for
the purchased
4
Optioned Shares plus all applicable income and employment taxes
required to be withheld by the Company by reason of such exercise
and (ii) to the Company to deliver the certificates for the
purchased Optioned Shares directly to E*Trade in order to complete
the sale.
C. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by
the Optionee.
D. TERM OF OPTION. This Option shall have a maximum term of ten (10) years
measured from the Grant Date and shall expire at the close of business on
the Expiration Date, unless sooner terminated. This Option may be
exercised during such term only in accordance with the Plan and the terms
of this Option Agreement.
E. RESTRICTION ON SALE OF THE UNDERLYING SHARES. Notwithstanding any other
provision of the Plan, this Option Agreement (other than as otherwise
provided in Section 3 hereof) or the Notice of Grant, the Shares acquired
upon exercise may not be sold, exchanged, transferred, assigned, pledged,
hypothecated or otherwise disposed of, before the expiration of the fourth
anniversary of the Grant Date or such other period as may be required
under French law (hereafter, the "Holding Period").
The present Holding Period is not applicable in the case of:
- Death of Optionee (and the Holding Period is thus
automatically lifted upon death);
- Disability of Optionee (and the Holding Period is thus
automatically lifted upon a Disability);
- Compulsory retirement of Optionee provided he/she
exercised the Option (but only as to those Shares that
are vested and exercisable) at least three months before
the termination of his/her work contract and provided
that the subsequent sale of the Shares occurs after the
termination of the work contract;
- Dismissal, provided Optionee has exercised the Option
(but only as to those Shares that are vested and
exercisable) at least three months before he/she is
notified of his/her dismissal and provided that the
subsequent sale of the Shares occurs after this date.
5
F. ADJUSTMENT IN OPTIONED SHARES. Should any change be made to the Common
Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Company's receipt of
consideration, appropriate adjustments shall be made to (1) the total
number and/or class of securities subject to this Option and (2) the
Exercise Price in order to reflect such change and thereby preclude a
dilution or enlargement of benefits hereunder; provided that the aggregate
Exercise Price shall remain the same.
Pursuant to French law, in order to retain the tax qualified status of an
option grant complying with the French Laws, the number or price of the
underlying Shares shall only be adjusted upon the occurrence of the events
specified under the French commercial code (Section L. 225-181) in
accordance with French law, which are the following:
(i) An increase of the company's capital reserved to its
existing shareholders by cash contribution,
(ii) An issuance of convertible or exchangeable bonds
reserved to the company's existing shareholders,
(iii) A capitalization of premiums or earnings followed by a
free distribution of shares,
(iv) A distribution of retained earnings either in cash or in
shares,
A reduction of corporate capital by set off against losses completed
by the reduction of the number of shares.
X. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in this
Option Agreement, the provisions of this Option Agreement shall inure to
the benefit of, and be binding upon, the Company and its successors and
assigns and Optionee, the legal representatives, heirs and legatees of
Optionee's estate and any beneficiaries of this Option designated by
Optionee. This Option may not be assigned except as expressly permitted
under this Option Agreement.
H. NOTICES. Any notice required to be given or delivered to the Company
under the terms of this Option Agreement shall be in writing and addressed
to the Company at its principal corporate offices. Any notice required to
be given or delivered to Optionee shall be in writing and addressed to
Optionee at the address indicated below Optionee's signature line. All
notices shall be deemed effective upon personal delivery or upon deposit
in the U.S. mail, postage prepaid and properly addressed to the party to
be notified.
I. ENTIRE AGREEMENT; CONSTRUCTION; GOVERNING LAW. The Plan is incorporated
herein by reference. The Plan and this Option Agreement constitute the
entire agreement of the
6
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee
with respect to the subject matter hereof, and may not be modified
adversely to the Optionee's interest except by means of a writing signed
by the Company and Optionee. Subject to Section 4(c) of the Plan, in the
event of a conflict between the terms and conditions of the Plan on the
one hand and the terms and conditions of the Notice of Grant or this
Option Agreement on the other hand, the terms and conditions of the Notice
or Grant or this Option Agreement shall prevail. Except to the extent set
forth in the first paragraph of this Section II, this Option Agreement and
the Notice of Grant are governed by the internal substantive laws, but not
the choice of law rules, of California.
J. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS
EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY
(AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR
PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S
RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A
SERVICE PROVIDER AT ANY TIME, SUBJECT TO THE REQUIREMENTS OF APPLICABLE
LAW.
K. FURTHER INSTRUMENTS. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary
to carry out the purposes and intent of this Agreement.
L. AUTHORIZATION TO RELEASE NECESSARY PERSONAL INFORMATION.
3. Optionee hereby authorizes and directs Optionee's employer to
collect, use and transfer in electronic or other form, any personal information
(the "Data") regarding Optionee's employment, the nature and amount of
Optionee's compensation and the fact and conditions of Optionee's participation
in the Plan (including, but not limited to, Optionee's name, home address,
telephone number, date of birth, social security number (or any other social or
national identification number), salary, nationality, job title, number of
shares of Common Stock held and the details of all options or any other
entitlement to shares of Common Stock awarded, cancelled, exercised, vested,
unvested or outstanding) for the purpose of implementing, administering and
managing Optionee's participation in the Plan. Optionee understands that the
Data may be transferred to the Company or any of its Subsidiaries, or to any
third parties assisting in the implementation, administration and management of
the Plan, including any requisite transfer to a broker or other third party
assisting with the exercise of Options under the Plan or with whom Shares of
Common Stock acquired upon exercise of this Option or cash from the sale of such
Shares may be deposited. Optionee acknowledges that recipients of the Data
7
may be located in different countries, and those countries may have data privacy
laws and protections different from those in the country of Optionee's
residence. Furthermore, Optionee acknowledges and understands that the transfer
of the Data to the Company or any of its Subsidiaries, or to any third parties
is necessary for Optionee's participation in the Plan.
4. Optionee may at any time withdraw the consents herein, by
contacting Optionee's local human resources representative in writing. Optionee
further acknowledges that withdrawal of consent may affect Optionee's ability to
exercise or realize benefits from the Option, and Optionee's ability to
participate in the Plan.
M. NO ENTITLEMENT OR CLAIMS FOR COMPENSATION.
5. The grant of options under the Plan is made at the discretion of
the Administrator, and the Plan may be suspended or terminated by the Company at
any time. The grant of an option in one year or at one time does not in any way
entitle Optionee to an option grant in the future. The Plan is wholly
discretionary in nature and is not to be considered part of Optionee's normal or
expected compensation subject to severance, resignation, redundancy or similar
compensation. The value of the Option is an extraordinary item of compensation
which is outside the scope of Optionee's employment contract (if any).
6. Optionee shall have no rights to compensation or damages as a
result of Optionee's cessation of Service for any reason whatsoever, whether or
not in breach of contract, insofar as those rights arise or may arise from
Optionee's ceasing to have rights under or be entitled to exercise this Option
as a result of such cessation or from the loss or diminution in value of such
rights. If Optionee did acquire any such rights, Optionee is deemed to have
waived them irrevocably by accepting the Option.
N. TAX WITHHOLDING.
1. Optionee hereby acknowledges and agrees that the ultimate
liability for any and all tax, social insurance and payroll tax withholding
("Tax-Related Items"), if payable, is and remains his or her responsibility and
liability, and that his or her employer, the Company and its Subsidiaries:
(a) make no representations or undertakings regarding
the treatment of any Tax-Related Items in connection with any aspect of
this Option, including the grant, vesting or exercise of the Option and
the subsequent sale of the Optioned Shares acquired pursuant to such
exercise; and
8
(b) do not commit to structure the terms of the grant or
any aspect of this Option to reduce or eliminate his or her liability for
Tax-Related Items.
2. Optionee agrees that prior to exercise, assignment, release or
cancellation of this Option, he or she shall pay or make adequate arrangements
satisfactory to the Company and/or his or her employer, as applicable, to
satisfy all withholding obligations of the Company and/or his or her employer.
In this regard, Optionee authorizes the Company and/or his or her employer to
withhold all applicable Tax-Related Items legally payable by him or her from his
or her wages or other cash compensation paid to him or her by the Company and/or
his or her employer, or from proceeds of sale. In addition, Optionee agrees and
acknowledges that the Company may (but will under no circumstances be obligated
to) sell or arrange for the sale of Optioned Shares that Optionee is due to
acquire to meet the minimum withholding obligation for Tax-Related Items. Any
estimated withholding which is not required in satisfaction of any Tax-Related
Items will be repaid to Optionee by the Company or his or her employer, as
applicable. Finally, Optionee agrees that he or she shall pay to the Company or
his or her employer, as applicable, any amount of any Tax-Related Items that the
Company and/or his or her employer may be required to withhold as a result of
his or her participation in the Plan or his or her purchase of the Shares that
cannot be satisfied by the means previously described. Optionee
acknowledges and agrees that the Company may refuse to honor the exercise and
refuse to deliver Shares if such withholding amounts are not delivered at the
time of exercise.
By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.
9
OPTIONEE: ILLUMINA, INC.
________________________________ ________________________________
Signature By
________________________________ ________________________________
Print Name Title
________________________________
Residence Address
________________________________
10
APPENDIX
The following definitions shall be in effect under this Option
Agreement:
A. "ADMINISTRATOR" means the Board of Directors of the Company or any of
committee of Directors appointed by the Board of Directors of the Company as
shall be administering the Plan, in accordance with Section 4 of the Plan.
B. "APPLICABLE LAWS" means the requirements relating to the administration
of stock option plans, the grant of options and the issuance of stock under U.
S. state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or quoted
and the applicable laws of any other country or jurisdiction where Options are
granted under the Plan.
C. "CODE" means the Internal Revenue Code of 1986, as amended.
D. "COMMON STOCK" means the common stock of the Company.
E. "COMPANY" means Illumina, Inc., a Delaware corporation.
F. "CONSULTANT" means any natural person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.
G. "CORPORATE TRANSACTION" means a merger of the Company with or into
another corporation or the sale of substantially all of the assets of the
Company.
H. "DISABILITY" is defined in Article L.341-4 of the French "Code de la
Securite Sociale".
I. "EMPLOYEE" means any person employed by the Company or any Parent or
Subsidiary of the Company. An Employee shall not be deemed to cease Employee
status by reason of (i) any leave of absence approved by the Company or (ii)
transfers between locations of the Company or between the Company, its Parent,
any Subsidiary, or any successor.
J. "EXERCISE PRICE" means the price per Share that the Optionee shall be
required to pay in order to purchase Shares pursuant to an exercise of his or
her Option.
K. "EXPIRATION DATE" means the date set forth in the Notice of Grant,
which is the date upon which this Option expires, if not terminated earlier in
accordance with this Option Agreement and the Plan.
L. "FAIR MARKET VALUE" means, as of any date, the value of Common Stock
determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or traded on a national market system, including without
limitation the Nasdaq National Market or the Nasdaq SmallCap Market of The
Nasdaq Stock
A-1
Market, the Fair Market Value of a Share shall be the closing selling
price for the Common Stock (or the closing bid, if no sales were reported)
as quoted on such exchange or system on the day of determination, as
reported in The Wall Street Journal or such other source as the
Administrator deems reliable;
(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market
Value of a Share shall be the mean between the high bid and low asked
prices for the Common Stock on the day of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable; or
(iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.
M. "GRANT DATE" means the date set forth in the Notice of Grant as the
date on which the Administrator granted this Option.
N. "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
O. "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.
P. "NOTICE OF XXXXX" means the notice evidencing certain terms and
conditions of this Option as set forth in Part I of this document.
Q. "OPTION" means this stock option granted to Optionee pursuant to the
Plan.
R. "OPTION AGREEMENT" means this agreement between the Company and an
Optionee evidencing the terms and conditions of this Option grant set forth in
Part II of this document. The Option Agreement is subject to the terms and
conditions of the Plan.
S. "OPTIONED SHARES" means the Shares subject to this Option.
T. "OPTIONEE" means the individual to whom this Option is granted under
the Plan and named in the Notice of Grant.
U. "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
V. "PLAN" means the Illumina, Inc. 2000 Stock Plan as amended and restated
through July 13, 2004.
A-2
W. "SERVICE PROVIDER" means (i) an individual rendering services to the
Company or any Parent or Subsidiary of the Company in the capacity of an
Employee or Consultant or (ii) an individual serving as a member of the Board of
Directors of the Company.
X. "SHARE" means a share of the Common Stock, as adjusted in accordance
with Section 13 of the Plan.
Y. "SUBSIDIARY" means a "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code.
A-3
