EXHIBIT 10.3.1
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE METABOLIX, INC.
2006 STOCK OPTION AND INCENTIVE PLAN
Name of Optionee:
No. of Option Shares:
Option Exercise Price per Share: $
[FMV ON GRANT DATE (110% OF FMV IF A 10% OWNER)]
Grant Date:
Expiration Date:
[UP TO 10 YEARS (5 IF A 10% OWNER)]
Pursuant to the Metabolix, Inc. 2006 Stock Option and Incentive
Plan, as amended through the date hereof (the "Plan"), Metabolix, Inc. (the
"Company") hereby grants to the Optionee named above an option (the "Stock
Option") to purchase on or prior to the Expiration Date specified above all
or part of the number of shares of Common Stock, par value $0.01 per share
(the "Stock"), of the Company specified above at the Option Exercise Price
per Share specified above subject to the terms and conditions set forth
herein and in the Plan.
1. EXERCISABILITY SCHEDULE. No portion of this Stock Option may be
exercised until such portion shall have become exercisable. Except as set
forth below, and subject to the discretion of the Committee to accelerate the
exercisability schedule hereunder, this Stock Option shall be exercisable
with respect to the following number of Option Shares on the dates indicated:
INCREMENTAL NUMBER OF
OPTION SHARES EXERCISABLE* EXERCISABILITY DATE
------------------------- -------------------
------------- (---%) ------------
------------- (---%) ------------
------------- (---%) ------------
------------- (---%) ------------
------------- (---%) ------------
* Max. of $100,000 per yr.
Once exercisable, this Stock Option shall continue to be exercisable
at any time or times prior to the close of business on the Expiration Date,
subject to the provisions hereof and of the Plan.
2. MANNER OF EXERCISE.
(a) The Optionee may exercise this Stock Option only in the
following manner: from time to time on or prior to the Expiration Date of
this Stock Option, the Optionee may give written notice to the Company of his
or her election to purchase some or all of the Option Shares purchasable at
the time of such notice. This notice shall specify the number of Option
Shares to be purchased.
Payment of the purchase price for the Option Shares may be made by
one or more of the following methods: (i) in cash, by certified or bank check
or other instrument acceptable to the Committee; (ii) through the delivery
(or attestation to the ownership) of shares of Stock that have been purchased
by the Optionee on the open market or that are beneficially owned by the
Optionee and are not then subject to any restrictions under any Company plan
and that otherwise satisfy any holding periods as may be required by the
Committee; (iii) at the discretion of the Committee, in accordance with a
cashless exercise program established with a securities brokerage firm and
approved by the Committee, provided that in the event the Optionee chooses to
pay the option purchase price as so provided, the Optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Committee shall prescribe as a condition of such
payment procedure; or (iv) a combination of (i), (ii) and (iii) above.
Payment instruments will be received subject to collection.
The transfer to the Optionee on the records of the Company or of the
transfer agent of the Option Shares will be contingent upon the Company's
receipt from the Optionee of full payment for the Option Shares, as set forth
above and any agreement, statement or other evidence that the Company may
require to satisfy itself that the issuance of Stock to be purchased pursuant
to the exercise of Stock Options under the Plan and any subsequent resale of
the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by
previously-owned shares of Stock through the attestation method, the number
of shares of Stock transferred to the Optionee upon the exercise of the Stock
Option shall be net of the shares attested to. In the event that the Company
establishes, for itself or using the services of a third party, an automated
system for the exercise of Stock Options, such as a system using an internet
website or interactive voice response, then the paperless exercise of Stock
Options may be permitted through the use of such an automated system.
(b) The shares of Stock purchased upon exercise of this Stock Option
shall be transferred to the Optionee on the records of the Company or of the
transfer agent upon compliance to the satisfaction of the Committee with all
requirements under applicable laws or regulations in connection with such
issuance and with the requirements hereof and of the Plan. The determination
of the Committee as to such compliance shall be final and binding on the
Optionee. The Optionee shall not be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares of Stock subject to
this Stock Option unless and until this Stock Option shall have been
exercised pursuant to the terms hereof, the Company or the transfer agent
shall have transferred the shares to the Optionee, and the Optionee's name
shall have been entered as the stockholder of record on the books of the
Company. Thereupon, the Optionee shall have full voting, dividend and other
ownership rights with respect to such shares of Stock.
2
(c) The minimum number of shares with respect to which this Stock
Option may be exercised at any one time shall be 100 shares, unless the
number of shares with respect to which this Stock Option is being exercised
is the total number of shares subject to exercise under this Stock Option at
the time.
(d) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.
3. TERMINATION OF EMPLOYMENT. If the Optionee's employment by the
Company or a Subsidiary (as defined in the Plan) is terminated, the period
within which to exercise the Stock Option may be subject to earlier
termination as set forth below.
(a) TERMINATION DUE TO DEATH. If the Optionee's employment
terminates by reason of the Optionee's death, any exercisable portion of this
Stock Option outstanding on such date may be exercised by the Optionee's
legal representative or legatee for a period of 12 months from the date of
death or until the Expiration Date, if earlier.
(b) TERMINATION DUE TO DISABILITY. If the Optionee's employment
terminates by reason of the Optionee's disability (as determined by the
Committee), any exercisable portion of this Stock Option outstanding on such
date may be exercised by the Optionee for a period of 12 months from the date
of termination or until the Expiration Date, if earlier. The death of the
Optionee during the 12-month period provided in this Section 3(b) shall
extend such period for another 12 months from the date of death or until the
Expiration Date, if earlier.
(c) TERMINATION FOR CAUSE. If the Optionee's employment terminates
for Cause, any portion of this Stock Option outstanding on such date shall
terminate immediately and be of no further force and effect. For purposes
hereof, "Cause" shall mean a determination by the Company that the Optionee
shall be dismissed as a result of (i) any material breach by the Optionee of
any agreement between the Optionee and the Company; (ii) the conviction of,
indictment for or plea of nolo contendere by the Optionee to a felony or a
crime involving moral turpitude; or (iii) any material misconduct or willful
and deliberate non-performance (other than by reason of disability) by the
Optionee of the Optionee's duties to the Company.
(d) OTHER TERMINATION. If the Optionee's employment terminates for
any reason other than the Optionee's death, the Optionee's disability, or
Cause, and unless otherwise determined by the Committee, any portion of this
Stock Option outstanding on such date may be exercised, to the extent
exercisable on the date of termination, for a period of three months from the
date of termination or until the Expiration Date, if earlier. Any portion of
this Stock Option that is not exercisable on the date of termination shall
terminate immediately and be of no further force or effect.
The Committee's determination of the reason for termination of the
Optionee's employment shall be conclusive and binding on the Optionee and his
or her representatives or legatees.
4. INCORPORATION OF PLAN. Notwithstanding anything herein to the
contrary, this Stock Option shall be subject to and governed by all the terms
and conditions of the Plan, including the powers of the Committee set forth
in Section 2(b) of the Plan. Capitalized terms in
3
this Agreement shall have the meaning specified in the Plan, unless a
different meaning is specified herein.
5. TRANSFERABILITY. This Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's legal representative or
legatee.
6. STATUS OF THE STOCK OPTION. This Stock Option is intended to
qualify as an "incentive stock option" under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), but the Company does not
represent or warrant that this Stock Option qualifies as such. The Optionee
should consult with his or her own tax advisors regarding the tax effects of
this Stock Option and the requirements necessary to obtain favorable income
tax treatment under Section 422 of the Code, including, but not limited to,
holding period requirements. To the extent any portion of this Stock Option
does not so qualify as an "incentive stock option," such portion shall be
deemed to be a non-qualified stock option. If the Optionee intends to
dispose or does dispose (whether by sale, gift, transfer or otherwise) of any
Option Shares within the one-year period beginning on the date after the
transfer of such shares to him or her, or within the two-year period
beginning on the day after the grant of this Stock Option, he or she will so
notify the Company within 30 days after such disposition.
7. TAX WITHHOLDING. The Optionee shall, not later than the date as of
which the exercise of this Stock Option becomes a taxable event for Federal
income tax purposes, pay to the Company or make arrangements satisfactory to
the Committee for payment of any Federal, state, and local taxes required by
law to be withheld on account of such taxable event. The Optionee may elect
to have the minimum required tax withholding obligation satisfied, in whole
or in part, by (i) authorizing the Company to withhold from shares of Stock
to be issued, or (ii) transferring to the Company, a number of shares of
Stock with an aggregate Fair Market Value that would satisfy the withholding
amount due. The Company and its Subsidiaries shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the Optionee.
8. NO OBLIGATION TO CONTINUE EMPLOYMENT. Neither the Company nor any
Subsidiary is obligated by or as a result of the Plan or this Agreement to
continue the Optionee in employment and neither the Plan nor this Agreement
shall interfere in any way with the right of the Company or any Subsidiary to
terminate the employment of the Optionee at any time.
4
9. NOTICES. Notices hereunder shall be mailed or delivered to the
Company at its principal place of business and shall be mailed or delivered
to the Optionee at the address on file with the Company or, in either case,
at such other address as one party may subsequently furnish to the other
party in writing.
METABOLIX, INC.
By: __________________________________
Title:
The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.
Dated: _______________________ _______________________________________
Optionee's Signature
Optionee's name and address:
_______________________________________
_______________________________________
_______________________________________
5
